Common use of Management of Collateral Clause in Contracts

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents with respect to its Priority Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgment, including the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject (a) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Holders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. During the continuance of a Default (except with respect to an Account Receivable owed by an unaffiliated third party and only in the ordinary course of business in an amount and manner consistent with past practice) or Event of Default, the Obligors shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (b) Each Obligor hereby appoints the Agent or its designee on behalf of such Agent as the Obligors’ attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Obligor’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Obligor’s name on any invoice or xxxx of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the United States Postal Service or comparable foreign authorities to change the address for delivery of mail addressed to any Obligor to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Notes and other Obligations under the Note Documents are paid in full and all of the Note Documents are terminated. (c) Nothing herein contained shall be construed to constitute the Agent as agent of any Obligor for any purpose whatsoever, and the Agent shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, does not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Obligor of any of the terms and conditions thereof. (d) During the continuance of this Agreementa Default or Event of Default, each Priority Secured Creditor if any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Obligors’ account and to charge the Obligors therefor. During the continuance of a Default or Event of Default, the Obligors shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent shall have the exclusive right to manage, perform retain the full proceeds of such Account Receivable and enforce the terms shall not be liable for any taxes that may be due by reason of the applicable Obligation Documents with respect to its Priority Collateralsale and delivery creating such Account Receivable. (e) Notwithstanding any other terms set forth in the Funding Documents, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgment, including the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC Agent and the Holders herein provided, and the obligations of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralObligors set forth herein, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as are cumulative of, may be required by the applicable UCC; providedexercised singly or concurrently with, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitationare not exclusive of, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all other rights, remedies or obligations set forth in any material portion of such Collateral, the engagement other Funding Document or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionas provided by law.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Senior Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgmentjudgment including, including but not limited to, the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (pursuant to a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable noticeforeclosure or otherwise. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding Notwithstanding any rights or remedies available to a the Junior Secured Creditor under applicable law or under any document or instrument evidencing, securing or otherwise executed in connection with the incurrence of the obligations contemplated by the Junior Documents, Junior Creditor shall not be permitted to foreclose upon its security interest in any of the applicable Obligation DocumentsCollateral, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action to exercise similar remedies with respect to Collateral thatthereto, so long as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration any of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event Senior Indebtedness shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remediesexist, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) only the Priority Secured Senior Creditor shall have commenced the enforcement right to restrict or exercise permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. Junior Creditor will not in any manner interfere with Senior Creditor’s security interests in the Collateral unless and until Borrower has satisfied in full the Senior Indebtedness and Senior Creditor has given Junior Creditor written notice thereof. The Junior Creditor waives notice of, and agrees not to challenge the method, manner, time, place or terms, of any disposition of the Collateral by Senior Creditor. Accordingly, should Senior Creditor elect to exercise its rights or and remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral, Senior Creditor may proceed to do so without regard to any interest of the Junior Creditor, and the Junior Creditor waives any claims that it may have against Senior Creditor for any disposition of the Collateral. The Junior Creditor agrees, whether or not a default has occurred in the payment of any indebtedness or the performance of any other obligations to it, that any liens on and security interests in the Collateral or any portion thereof that it might have or acquire shall automatically be fully released ipso facto as to which the all indebtedness and other obligations secured thereby owing to Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of when Senior Creditor releases its lien in and security interest on such Collateral within a commercially reasonable time): in the solicitation event of bids from third parties to conduct the liquidation of all any sale, disposition or other realization by Senior Creditor (or any material portion of agent therefor) upon such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the Senior Creditors shall have the exclusive right right, in accordance with applicable law, to manage, perform and enforce the terms of the applicable Obligation Senior Documents with respect to its Priority the Senior Collateral, to exercise and enforce all privileges and rights thereunder according to its sole their discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Senior Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority the Senior Collateral and to incur expenses in connection with such Disposition sale or disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor Senior Agent shall give the Junior Secured Creditor Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ ten (10) days prior written notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shallAgent hereby agrees it shall not, directly or indirectly, take any Enforcement Action Actions with respect to any Senior Collateral thatduring any Standstill Period and Term Loan Agent hereby agrees any Enforcement Action taken by Term Loan Agent or any other Term Loan Creditor with respect to Term Loan Priority Collateral during the Access Period shall be subject to, as to such Junior Secured Creditorand shall not materially interfere with, is Non-Priority Collateral; provided that, subject Revolving Agent’s rights under Section 5. Subject at all times to the provisions of Section 22 and Section 6.4, upon the expiration of the applicable Standstill Period, a the Junior Secured Creditor (other than any Existing Notes Creditor) Agent may take any Enforcement Action as with respect to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action)Senior Collateral; provided, further, that notwithstanding the Junior Agent may not take Enforcement Actions even after the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) so long as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (iia) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken Senior Agent is pursuing diligently and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral the Senior Collateral, or diligently attempting in good faith to vacate any stay prohibiting such an Enforcement ActionAction or (b) an Insolvency Proceeding is continuing. Subject at all times to the provisions of Section 2 and to the preceding sentence, if the Junior Agent commences any Enforcement Action with respect to any Senior Collateral after the Standstill Period and upon not less than ten (10) days prior written notice to Senior Agent of such intended Enforcement Action (which notice may be given during the Standstill Period) against Senior Collateral with respect to all or any material portion of the Senior Collateral, then the Senior Agent shall not take any Enforcement Action of a similar nature with respect to such Senior Collateral so long as (i) the Junior Agent is diligently pursuing in good faith such Enforcement Action and (ii) the cash proceeds from such Enforcement Action are applied in accordance with Section 4 hereof.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the Revolving Lender, and without regard to this Agreement, BFI, shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents with respect to its their respective Priority Collateral, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor Revolving Lender shall give the Junior Secured Creditor BFI such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 3.1 or Section 3.4 3.3 below, notwithstanding any rights or remedies available to a Junior Secured Creditor BFI under any of the applicable Obligation Term Loan Documents, applicable law or otherwise, no Junior Secured Creditor shallBFI shall not, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Revolving Credit Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) BFI may take any Enforcement Action as to such Revolving Credit Priority Collateral (provided that it gives the Priority Secured Creditor Revolving Lender at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or BFI exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceedingproceeding) as to its Non-Revolving Credit Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Revolving Credit Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Revolving Credit Priority Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Revolving Credit Priority Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Revolving Credit Priority Collateral, the notification of account debtors to make payments to the Priority Secured Creditor Revolving Lender or its agentsagents (other than to a lock box or similar arrangement in the ordinary course of business), the initiation of any action to take possession of all or any material portion of such Revolving Credit Priority Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Revolving Credit Priority Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Revolving Credit Priority Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation First Lien Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdictionjurisdiction against the Collateral. In conducting any public or private sale under the UCC of its Priority the Collateral, the Priority Secured Creditor First Lien Agent shall give the Junior Secured Creditor Second Lien Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ prior written notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 3.1 or Section 3.4 3.3 below, notwithstanding any rights or remedies available to a Junior Secured Second Lien Creditor under any of the applicable Obligation Second Lien Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor shall, directly or indirectly, shall take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority CollateralAction; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take any Enforcement Action as to such Collateral (provided that it gives they give the Priority Secured Creditor First Lien Agent at least 10 5 Business Days written notice prior to taking such Enforcement Action), which notice may be given during the pendency of the applicable Standstill Period) against the Collateral; provided, furtherhowever, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Second Lien Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding Enforcement Action against the Collateral if the First Lien Agent or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured other First Lien Creditor shall have commenced the enforcement or exercise of any rights or remedies and is diligently pursuing an Enforcement Action with respect to more than a de minimis material portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such the Collateral, the notification of account debtors to make payments to the Priority Secured Creditor First Lien Agent or its agents, the initiation of any action to take possession of all or any material portion of such the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such the Collateral), or the diligent attempt diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action; provided, further, that subject to the other provisions of this Agreement, a Second Lien Creditor may consummate a Permitted Second Lien Disposition which became binding on all relevant parties as a result of an Enforcement Action taken by any Second Lien Creditor after expiration of the Standstill Period and during a period in which the First Lien Agent or any First Lien Creditor had not commenced or been diligently pursuing an Enforcement Action as contemplated above.

Management of Collateral. Subject (a) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Holders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. During the continuance of a Default (except with respect to an Account Receivable owed by an unaffiliated third party and only in the ordinary course of business in an amount and manner consistent with past practice) or Event of Default, the Obligors shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (b) Each Obligor hereby appoints the Agent or its designee on behalf of such Agent as the Obligors’ attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Obligor’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Obligor’s name on any invoice or xxxx of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications of 77 Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification of Accounts Receivable, and to notify the United States Postal Service or comparable foreign authorities to change the address for delivery of mail addressed to any Obligor to such address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Sellers’ Secured Notes and other Obligations under the Sellers’ Secured Note Documents are paid in full and all of the Sellers’ Secured Note Documents are terminated. (c) Nothing herein contained shall be construed to constitute the Agent as agent of any Obligor for any purpose whatsoever, and the Agent shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, does not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Obligor of any of the terms and conditions thereof. (d) During the continuance of this Agreementa Default or Event of Default, each Priority Secured Creditor if any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Obligors’ account and to charge the Obligors therefor. During the continuance of a Default or Event of Default, the Obligors shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, in the absence of such notice, the Agent shall have the exclusive right to manage, perform retain the full proceeds of such Account Receivable and enforce the terms shall not be liable for any taxes that may be due by reason of the applicable Obligation Documents with respect to its Priority Collateralsale and delivery creating such Account Receivable. (e) Notwithstanding any other terms set forth in the Funding Documents, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgment, including the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC Agent and the Holders herein provided, and the obligations of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralObligors set forth herein, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as are cumulative of, may be required by the applicable UCC; providedexercised singly or concurrently with, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitationare not exclusive of, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all other rights, remedies or obligations set forth in any material portion of such Collateral, the engagement other Funding Document or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionas provided by law.

Management of Collateral. Subject (a) After the occurrence and ------------------------ during the continuance of an Event of Default and subject to the other terms prior rights of the Factor under the Factoring Agreements and conditions of this the Assignment Agreement, each Priority Secured Creditor the Collateral Agent may for the benefit of the Lenders, send a notice of assignment and/or notice of the Collateral Agent's security interest to any and all Account Debtors or any third party holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent on behalf of the Lenders shall have the exclusive sole right to manage, perform and enforce collect the terms Accounts Receivable and/or take possession of the applicable Obligation Documents with respect to its Priority CollateralCollateral and the books and records relating thereto. The Company and the Borrowers shall not and shall not permit their Subsidiaries, without prior written consent of the Collateral Agent, to exercise and enforce all privileges and rights thereunder according to its sole discretion and grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the exercise of its sole business judgmentfull amount thereof, including release, in whole or in part, any Person or property liable for the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose ofpayment thereof, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of allow any applicable jurisdiction. In conducting any public credit or private sale under the UCC of its Priority Collateraldiscount whatsoever thereon, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2Company and the Borrowers may grant such extensions, upon the expiration of the applicable Standstill Periodcompromise or settle Accounts Receivable, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise release any such rights Person or remedies, property or commence allow any credit or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either discount (i) an Insolvency Proceeding occurs and is in the absence of a continuing Event of Default, in the ordinary course of business or (ii) as permitted by the Priority Secured Creditor shall have commenced Factoring Agreements. (i) Subject to the enforcement prior rights of the Factor under the Factoring Agreements and the Assignment Agreement, the Company and the Borrowers hereby appoint the Collateral Agent or exercise its designee on behalf of the Collateral Agent as the Company's and the Borrowers' attorney-in-fact with power after the occurrence and during the continuance of an Event of Default to endorse the Company's or Borrower's name upon any rights notes, acceptances, checks, drafts, money orders or remedies with respect other evidences of payment or Collateral that may come into its possession, to more than sign the Company's or a de minimis portion Borrower's name on any invoice or xxxx of such Non-Priority Collateral, or with respect lading relating to any of the Accounts Receivable, drafts against Account Debtors, assignments and verifications of Accounts Receivable and notices to Account Debtors, to send verification of Accounts Receivable, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Company and the Borrowers to such Non-Priority address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designate shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and any other Obligations under the Loan Documents are paid in full and all of the Commitments are terminated. (ii) Subject to the prior rights of the Factor under the Factoring Agreements and the Assignment Agreement, the Collateral as Agent, without notice to which or consent of the Junior Secured Creditor has commenced Company, any Borrower or any Guarantor upon the occurrence and during the continuance of an Enforcement ActionEvent of Default (A) may xxx upon or otherwise collect, as applicableextend the time of payment of, or commenced compromise or settle for cash, credit or otherwise upon any such action or proceeding (including, without limitationterms, any of the following Accounts Receivable or any securities, instruments or insurance applicable thereto and/or release the Account Debtor thereon; (if undertaken B) is authorized and pursued empowered to consummate a Disposition accept the return of such Collateral within the goods represented by any of the Accounts Receivable, and (C) shall have the right to receive, endorse, assign and/or deliver in its name or the name of the Company, any Borrower or any Guarantor any and all checks, drafts, and other instruments for the payment of money relating to the Accounts Receivable. The Company and each Borrower and Guarantor hereby waive notice of presentment, protest and non-payment of any instrument so endorsed, all in a commercially reasonable time): manner and without discharging or in any way affecting liability hereunder. (c) Nothing herein contained shall be construed to constitute the solicitation of bids from third parties to conduct the liquidation of all Company, any Borrower or any material portion Guarantor as agent of the Agents or the Lenders for any purpose whatsoever, and the Agents and the Lenders shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of the Agents or the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents and the Lenders shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of the Agents or the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents and the Lenders, by anything herein or in any assignment or otherwise, do not assume any of the Company's, Borrowers' or any Guarantor's obligations under any contract or agreement assigned to the Agents and the Agents or the Lenders shall not be responsible in any way for the performance by the Company or such Borrower of any of the terms and conditions thereof. (d) If any of the Accounts Receivable includes a charge for any tax payable to any Governmental Authority, subject to the prior rights of the Factor under the Factoring Agreement and the Assignment Agreement, the Collateral Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Company's, any Borrower's or any Guarantor's account and to charge the Company or such Borrower or Guarantor therefor. The Company or such Borrower or Guarantor shall notify the Collateral Agent if any Accounts Receivable include any taxes due to any such authority and, in the absence of such Collateralnotice and, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for Collateral Agent shall have the purpose of valuing, marketing, promoting or selling all or any material portion right to retain the full proceeds of such Collateral, Accounts Receivable and shall not be liable for any taxes that may be due from the notification Company or such Borrower or Guarantor by reason of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of sale and delivery creating such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement ActionAccounts Receivable.

Management of Collateral. Subject (a) After the occurrence and during the continuance of an Event of Default and subject to the other terms prior rights of the Factor under the Factoring Agreements and conditions the Assignment Agreement , the Collateral Agent may for the benefit of this Agreementthe Lenders, each Priority Secured Creditor send a notice of assignment and/or notice of the Collateral Agent's security interest to any and all Account Debtors or any third party holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent on behalf of the Lenders shall have the exclusive sole right to manage, perform and enforce collect the terms Accounts Receivable and/or take possession of the applicable Obligation Documents with respect to its Priority CollateralCollateral and the books and records relating thereto. The Company and the Borrowers shall not and shall not permit their Subsidiaries, without prior written consent of the Collateral Agent, to exercise and enforce all privileges and rights thereunder according to its sole discretion and grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the exercise of its sole business judgmentfull amount thereof, including release, in whole or in part, any Person or property liable for the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose ofpayment thereof, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of allow any applicable jurisdiction. In conducting any public credit or private sale under the UCC of its Priority Collateraldiscount whatsoever thereon, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either except (i) prior to the occurrence and during the continuance of an Insolvency Proceeding occurs and is continuing Event of Default, in the ordinary course of business or (ii) as permitted by the Priority Secured Creditor shall have commenced Factoring Agreements. (i) Subject to the enforcement prior rights of the Factor under the Factoring Agreements and the Assignment Agreement, the Company and the Borrowers hereby appoint the Collateral Agent or exercise its designee on behalf of the Collateral Agent as the Company's and the Borrowers' attorney-in-fact with power after the occurrence and during the continuance of an Event of Default to endorse the Company's or Borrower's name upon any rights notes, acceptances, checks, drafts, money orders or remedies with respect other evidences of payment or Collateral that may come into its possession, to more than sign the Company's or a de minimis portion of such Non-Priority Collateral, Borrower's name on any invoice or with respect bill xx lading relating to any of such Non-Priority Collateral as the Accounts Receivable, drafts against Account Debtors, assignments and verifications of Accounts Receivable and notices to which Account Debtors, to send verification of Accounts Receivable, to notify the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any Postal Service authorities to change the address for delivery of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments mail addressed to the Priority Secured Creditor or its agents, Company and the initiation Borrowers to such address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.said attorney or

Management of Collateral. (a) Subject to the other terms and conditions of this AgreementSection 5.11(f), each Priority Secured Creditor Property shall be managed by the applicable Obligor owning such Property or an Affiliate of such Obligor (provided that the management fee payable to such Affiliate shall not exceed 4% of Operating Income for the applicable Property), or by a Qualified Manager appointed in accordance with Section 5.11(b), in accordance with standards at least equal to those of owners and managers of office buildings of comparable quality in the respective locale. (b) Each Obligor may from time to time appoint one or more Qualified Managers to manage one or more of the Properties, provided that the appointment of each Qualified Manager (other than the appointment of an Affiliate, so long as no Manager Appointment Event is continuing) and the terms of its management agreement (excluding the management agreement of any Affiliate, provided that the management fee payable to such Affiliate shall not exceed 4% of Operating Income and such management agreement shall otherwise be on commercially reasonable terms) shall be subject to Lender's prior written consent (such consent not to be unreasonably withheld, delayed or qualified) (and any subsequent replacement of a Property Manager or material modification to a management agreement shall also require such consent (such consent not to be unreasonably withheld, delayed or qualified)). Each Qualified Manager selected hereunder to manage one or more of the Properties shall execute a Subordination of Property Management Agreement for Lender's benefit. Each property management agreement hereafter entered into by any Obligor shall be collaterally assigned to Lender pursuant to the Contract Assignment. (c) Following the occurrence of a Manager Appointment Event with respect to any Property, Lender shall have the exclusive right to managerequire that the applicable Obligor, perform within 30 days following receipt of written notice from Lender, terminate the applicable Property Manager or cease to self-manage such Property, as the case may be, and enforce appoint a replacement Property Manager satisfactory to Lender. (d) Each Obligor covenants and agrees to maintain or cause to be maintained at all times during the terms term of the applicable Obligation Documents Loan worker's compensation insurance with respect to its Priority Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgment, including the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority Collateral and to incur expenses each Property as required by Governmental Authorities. (e) Each Obligor shall promptly notify Lender in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC writing of any applicable jurisdiction. In conducting "Event of Default" under and as defined in any public or private sale under the UCC Property Management Agreement of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor which such notice Obligor has actual knowledge. (a “UCC Notice”f) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided Notwithstanding anything in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein Agreement to the contrary, in no event shall at any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remediestime the Properties known as Minnesota Center, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) Williams Center I & II, Clark Tower, Borden Building, and Capital Cexxxx XX & III may, at thx xxxlicable Xxxxxxr's option, be managed by Persons that are not Qualified Managers so long as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs each of the other requirements provided in subsection (b) hereof have been satisfied and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any sum of the following (if undertaken and pursued to consummate a Disposition Allocated Loan Amounts of such Collateral within a commercially reasonable time): the solicitation Properties managed by Persons that are not Qualified Managers shall not exceed 5% of bids from third parties to conduct the liquidation sum of the Allocated Loan Amounts of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties Properties which are then Collateral for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement ActionLoans.

Management of Collateral. Subject to the other terms and conditions of this AgreementAgreement including, each Priority Secured Creditor without limitation, the rights of the Junior Lender under Section 2.4, until the Senior Debt has been indefeasibly paid in full in cash (or another form acceptable to the Senior Agent in writing) , and both inside and outside of a Proceeding, the Senior Agent, and the Senior Lenders or any representative thereof in the manner provided in the Senior Debt Documents, shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Debt Documents and the other Documents with respect to its Priority any Collateral, to exercise and enforce all privileges and rights thereunder and with respect thereto, according to its their sole and absolute discretion and the exercise of its sole their business judgment, including including, without limitation, the exclusive right to take or retake control or possession of such Priority any Collateral and to hold, prepare for sale, process, Dispose sell, lease, foreclose upon, dispose of, collect, or liquidate such Priority any Collateral and to incur expenses in connection with any of the foregoing, including, without limitation, in connection with such Disposition sale or disposition and to exercise any and all of the rights and remedies of a secured lender under the UCC Uniform Commercial Code of any applicable jurisdiction. In furtherance and not in limitation of the foregoing, Junior Lender waives any and all rights to direct the method of any action by any holder of Senior Debt (or any representative thereof) in connection with, and any right to object to, a strict foreclosure with respect to any Collateral, waives any and all rights of redemption and hereby consents to each holder of Senior Debt (or any representative thereof) dealing in all respects with the Collateral as if there were no Liens on the Collateral securing the Subordinated Debt; provided, however, that nothing herein shall constitute a waiver the Junior Lender’s right to object to or assert that a private or public sale conducted by the Senior Agent was commercially unreasonable. In conducting any public or private sale under the UCC of its Priority CollateralUniform Commercial Code, the Priority Secured Creditor Senior Agent shall give the Junior Secured Creditor Lender such notice (a “UCC Notice”) of such sale as may be required by the applicable UCCUniform Commercial Code; provided, however, that 10 ten (10) days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. (a) Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor prior to the First Lien Termination Date, the First Lien Trustee and the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents rights and exercise remedies with respect to its Priority Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgment, Collateral (including the exclusive right to take taking or retake retaking control or possession of such Priority the Collateral), to instruct the Collateral Agent to commence and maintain any Collateral Enforcement Action, to make determinations regarding the release, Disposition or liquidation of the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority instruct the Collateral and to incur expenses in connection with such Disposition and Agent to exercise all the rights and remedies with respect to the Collateral of a secured lender under the UCC or other applicable law of any applicable jurisdiction, all in such order in such manner as they may determine in the exercise of their sole discretion and without consultation with the Second Lien Trustee or the Second Lien Creditors or the Credit Agreement Agent or the Third Lien Creditors and regardless of whether any such exercise or enforcement is adverse to the interest of any Second Lien Creditor or Third Lien Creditor. In conducting any public or private sale of the Collateral under the UCC of its Priority CollateralUCC, the Priority Secured Creditor First Lien Trustee shall give (or instruct the Junior Secured Creditor Collateral Agent to give) the Second Lien Trustee and Credit Agreement Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 3.1 or Section 3.4 3.3 below, notwithstanding any rights or remedies available to a Junior Secured Second Lien Creditor or Third Lien Creditor under any of the applicable Obligation Second Lien Documents or Third Lien Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor and no Third Lien Creditor shall, directly or indirectly, take (or instruct the Collateral Agent to take) any Collateral Enforcement Action or otherwise exercise any rights or remedies with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority the Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Second Lien Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take or instruct the Collateral Agent to take any Collateral Enforcement Action as to such Collateral (provided that it gives they give or instruct the Priority Secured Creditor Collateral Agent to give the First Lien Trustee and Credit Agreement Agent at least 10 five (5) Business Days Days' written notice prior to taking such Collateral Enforcement Action); provided, furtherhowever, that notwithstanding the expiration of the Second Lien Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Second Lien Creditor take commence or continue or instruct the Collateral Agent to commence or continue any Collateral Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or other exercise of any rights or remedies with respect to more than a de minimis the Collateral if the First Lien Trustee or any First Lien Creditor (or the Collateral Agent on behalf of the First Lien Trustee) shall have commenced, and be diligently pursuing any Collateral Enforcement Action or other exercise of rights and remedies in each case in respect to all or any material portion of such Non-Priority Collateral, or with respect to any the Collateral (prompt notice of such Non-Priority Collateral as exercise to which be given to the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding Second Lien Trustee and the Credit Agreement Agent (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such the Collateral, the notification of account debtors to make payments to the Priority Secured Creditor Collateral Agent or its agentsthe First Lien Trustee, the initiation of any action to take possession of all or any material portion of such the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such the Collateral), or the diligent attempt diligently attempting in good faith to vacate any stay prohibiting an Collateral Enforcement Action with respect to all or any material portion of such the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Collateral Enforcement Action. (b) Subject to the other terms and conditions of this Agreement, after the First Lien Termination Date but prior to the Second Lien Termination Date, the Second Lien Trustee and the Second Lien Creditors shall have the exclusive right to enforce the rights and exercise remedies with respect to the Collateral (including taking or retaking control or possession of the Collateral), to instruct the Collateral Agent to commence and maintain any Collateral Enforcement Action, to make determinations regarding the release, Disposition or liquidation of the Collateral and to exercise all the rights and remedies with respect to the Collateral of a secured lender under the UCC or other applicable law of any applicable jurisdiction, all in such order in such manner as they may determine in the exercise of their sole discretion and without consultation with the Credit Agreement Agent or the Third Lien Creditors and regardless of whether any such exercise or enforcement is adverse to the interest of any Third Lien Creditor. In conducting any public or private sale under the UCC, the Second Lien Trustee shall give (or instruct the Collateral Agent to give) the Credit Agreement Agent a UCC Notice; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.1 or Section 3.3 below, notwithstanding any rights or remedies available to a Third Lien Creditor under any of the Third Lien Documents, applicable law or otherwise, no Third Lien Creditor shall, directly or indirectly, take (or instruct the Collateral Agent to take) any Collateral Enforcement Action prior to the expiration of the Third Lien Standstill Period. (c) Prior to the First Lien Termination Date, the Second Lien Trustee and the other Second Lien Creditors shall not contest or object to any Collateral Enforcement Action taken by any First Lien Creditor (or by the Collateral Agent on behalf of the First Lien Creditor) or to any forbearance or delay by any First Lien Creditor (or by the Collateral Agent on behalf of the First Lien Creditor) in commencing or maintaining any Collateral Enforcement Action. (d) The Credit Agreement Agent and the other Third Lien Creditors shall not contest or object to any Collateral Enforcement Action taken by any First Lien Creditor or Second Lien Creditor (or by the Collateral Agent on behalf of the First Lien Creditors or Second Lien Creditors) or to any forbearance or delay by any First Lien Creditor or Second Lien Creditor (or by the Collateral Agent on behalf of the First Lien Creditors or Second Lien Creditors) in commencing or maintaining any Collateral Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Senior Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgmentjudgment including, including but not limited to, the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (pursuant to a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable noticeforeclosure or otherwise. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding Notwithstanding any rights or remedies available to a the Junior Secured Creditor under applicable law or under any document or instrument evidencing, securing or otherwise executed in connection with the incurrence of the obligations contemplated by the Junior Documents, Junior Creditor shall not be permitted to foreclose upon their security interests in any of the applicable Obligation DocumentsCollateral, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action to exercise similar remedies with respect to Collateral thatthereto, so long as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration any of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event Senior Indebtedness shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remediesexist, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) only the Priority Secured Senior Creditor shall have commenced the enforcement right to restrict or exercise permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. Junior Creditor will not in any manner interfere with Senior Creditor's security interests in the Collateral unless and until Borrower has satisfied in full the Senior Indebtedness and Senior Creditor has given Junior Creditor written notice thereof. The Junior Creditor waives notice of, and agrees not to challenge the method, manner, time, place or terms, of any disposition of the Collateral by Senior Creditor. Accordingly, should Senior Creditor elect to exercise its rights or and remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral, Senior Creditor may proceed to do so without regard to any interest of the Junior Creditor, and the Junior Creditor waives any claims that it may have against Senior Creditor for any disposition of the Collateral. The Junior Creditor agrees, whether or not a default has occurred in the payment of any indebtedness or the performance of any other obligations to it, that any liens on and security interests in the Collateral or any portion thereof that it might have or acquire shall automatically be fully released ipso facto as to which the all indebtedness and other obligations secured thereby owing to Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of when Senior Creditor releases its lien in and security interest on such Collateral within a commercially reasonable time): in the solicitation event of bids from third parties to conduct the liquidation of all any sale, disposition or other realization by Senior Creditor (or any material portion of agent therefor) upon such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject Notwithstanding anything to the other terms contrary contained in any of the Senior Creditor Agreements or the Subordinated Creditor Agreements, until the Senior Creditor Obligations has been indefeasibly paid in full, in cash, and conditions of this Agreement, each Priority Secured the Senior Creditor Agreements have been irrevocably terminated: (i) Senior Creditor shall have the exclusive right to managemanage the Collateral, including the exclusive right to perform and enforce the terms of the applicable Obligation Documents Senior Creditor Agreements with respect to its Priority Collateral, the Collateral and to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgmentSenior Creditor’s reasonable discretion, including including, without limitation, the exclusive right to enforce or settle insurance claims with respect to the Collateral, to pay, compromise, or settle competing claims, liens, or security interests affecting the Collateral, to take or retake control or possession of such Priority Collateral the Collateral, and to hold, prepare for sale, processsell, Dispose oflease, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to the Collateral; (ii) neither Subordinated Creditor nor any party acting on its behalf, shall exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor Remedies with respect to the Collateral; and (iii) any and all Collateral or proceeds thereof which shall give come into the Junior Secured Creditor such notice (a “UCC Notice”) possession, control, or custody of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall Subordinated Creditors will be deemed to have been received for the account of Senior Creditor and shall be commercially reasonable notice. Except as specifically provided in this Section 3.2 immediately delivered or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Actionpaid, as applicable, over to Senior Creditor. In connection with the provisions of clause 6(i) above, Subordinated Creditors waive any and all rights to affect the method or commenced any such action or proceeding (including, without limitation, any of challenge the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation appropriateness of any action to take possession of all or by any material portion of such Collateral or the commencement of any legal proceedings or actions against or Senior Creditor with respect to the foreclosure Collateral, and sale waive any claims or defenses it may have against Senior Creditor, including any such claims or defenses based on any actions or omissions of all any such person, in connection with the perfection, maintenance, enforcement, foreclosure, sale, liquidation, or release of any lien or security interest therein by Senior Creditor, or any material portion modification or waiver of such Collateral)any Senior Creditor Agreements, except as provided or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionlimited under this Agreement.

Management of Collateral. Subject Notwithstanding anything to the other terms contrary contained in any of the Notes (with respect to provisions addressing management of Collateral only): (i) Until the Notes have been paid in full and conditions subject to the remaining provisions of this AgreementSection 7: (i) the Administrative Agent, each Priority Secured Creditor on behalf of the Purchasers, shall have the exclusive right to manage, perform perform, and enforce the terms of the applicable Obligation Closing Documents with respect to its Priority Collateral, the Collateral and to exercise and enforce all privileges and rights thereunder according to in its sole reasonable discretion and the its exercise of its sole business judgment, including including, without limitation, the exclusive right to enforce or settle insurance claims with respect to Collateral, take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses Collateral; (ii) none of the Purchasers shall exercise or take any action in connection with such Disposition and to furtherance of the sale, foreclosure, realization upon, or the repossession or liquidation of any of the Collateral, including, without limitation: (A) the exercise all the of any remedies or rights and remedies of a secured lender "Secured Creditor" under Article 9 of the UCC UCC, such as, without limitation, the notification of account debtors; (B) the exercise of any applicable jurisdiction. In conducting any public remedies or private sale under rights as a mortgagee or beneficiary (or by the UCC trustee on behalf of its Priority Collateralthe beneficiary), including, without limitation, the Priority Secured Creditor shall give appointment of a receiver, or the Junior Secured Creditor such notice commencement of any foreclosure proceedings or the exercise of any power of sale, including, without limitation, the placing of any advertisement for the sale of any Collateral; (a “UCC Notice”C) the exercise of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior judgment creditor; or (D) any other remedy available in respect of the Collateral available to such Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Closing Documents (the "Secured Creditor shall, directly or indirectly, take any Enforcement Action Party Remedies") with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided thatand (iii) any and all proceeds of Collateral which shall come into the possession, subject at control, or custody of the Secured Party will be deemed to have been received for the account of the Administrative Agent and all times other Purchasers, and shall be immediately paid over to the Administrative Agent for application in accordance with the provisions of Section 2, upon hereof. Each Purchaser waives any and all rights to affect the expiration of method or challenge the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation appropriateness of any action to take possession of all or any material portion of such Collateral or by the commencement of any legal proceedings or actions against or Administrative Agent with respect to the foreclosure Collateral other than actions arising out of the gross negligence or willful misconduct of the Administrative Agent, and sale waives any claims or defenses they may have against the Administrative Agent, including any such claims or defenses based on any actions or omissions of all any such person in connection with the perfection, maintenance, enforcement, foreclosure, sale, liquidation or release of any lien or security interest therein, or any material portion modification or waiver of such Collateralthe Closing Documents specifically relating to the management of the Collateral other than those arising out of the gross negligence or willful misconduct of the Administrative Agent. (ii) The rights and priorities set forth in this Section 7 shall remain binding irrespective of the terms of any plan of reorganization in any proceeding commenced by or against the Debtor under any provision of the United States Bankruptcy Code (11 U.S.C. 101, et seq.), as amended, and any successor statute (the "Bankruptcy Code") or under any other federal or state bankruptcy or insolvency law, including assignments for the diligent attempt benefit of creditors, formal or informal moratoria, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other similar relief, and all converted or succeeding cases in good faith to vacate any stay prohibiting an Enforcement Action with respect to all thereof (the "Bankruptcy Case") or other provisions of the Bankruptcy Code or any material portion of such Collateral similar federal or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionstate statute.

Management of Collateral. Subject (a) The Domestic Loan Parties shall comply with the cash management provisions of the Working Capital Credit Agreement (or any successor or replacement agreement the terms of which are no less favorable to the Borrowers and the Lenders than the Working Capital Credit Agreement entered into on the Effective Date), provided that, if the Working Capital Credit Agreement shall have been terminated and the Domestic Loan Parties shall not have entered into a successor or replacement agreement the terms of which are no less favorable to the Borrowers and the Lenders than the Working Capital Credit Agreement entered into on the Effective Date, then the Domestic Loan Parties shall enter into control agreements, lockbox agreements and other terms similar agreements in form and conditions substance reasonably satisfactory to Agent. (b) After the occurrence and during the continuance of this Agreementan Event of Default, each Priority Secured Creditor the Agent may send a notice of assignment and/or notice of the Lenders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the exclusive sole right to managecollect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto, perform and enforce subject to the terms of the applicable Obligation Documents Lien Intercreditor Agreement. The Domestic Loan Parties shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except, in the absence of a continuing Event of Default, as permitted by Section 6.02(o). (c) Each Domestic Loan Party hereby appoints the Agent or its designee on behalf of the Agent as the Domestic Loan Parties’ attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Domestic Loan Party’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Domestic Loan Party’s name on any invoice or xxxx of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to its Priority CollateralAccounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to exercise send verification of Accounts Receivable, and enforce to notify the Postal Service authorities to change the address for delivery of mail addressed to any Domestic Loan Party to such address as the Agent may designate and to do all privileges other acts and rights thereunder according things necessary to its sole discretion carry out this Agreement, subject to the terms of the Lien Intercreditor Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (d) Nothing herein contained shall be construed to constitute the Agent as agent of any Loan Party for any purpose whatsoever, and the exercise Agent shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, does not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (e) If any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its sole business judgmentdiscretion to pay the amount thereof to the proper taxing authority for the Domestic Loan Parties’ account and to charge the Domestic Loan Parties therefor. The Domestic Loan Parties shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, including in the exclusive absence of such notice, the Agent shall have the right to take or retake control or possession retain the full proceeds of such Priority Collateral Account Receivable and to holdshall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (f) Notwithstanding any other terms set forth in the Loan Documents, prepare for sale, process, Dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC Agent and the Lenders herein provided, and the obligations of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralDomestic Loan Parties set forth herein, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as are cumulative of, may be required by the applicable UCC; providedexercised singly or concurrently with, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitationare not exclusive of, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all other rights, remedies or obligations set forth in any material portion of such Collateral, the engagement other Loan Document or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionas provided by law.

Management of Collateral. Subject to the other terms and conditions of this AgreementAgreement including, each Priority Secured Creditor without limitation, the rights of the Junior Lender under Section 2.4, until the Senior Debt has been indefeasibly paid in full in cash (or another form acceptable to the Senior Agent in writing) , and both inside and outside of a Proceeding, the Senior Agent, and the Senior Lenders or any representative thereof in the manner provided in the Senior Debt Documents, shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Debt Documents and the other Documents with respect to its Priority any Collateral, to exercise and enforce all privileges and rights thereunder and with respect thereto, according to its their sole and absolute discretion and the exercise of its sole their business judgment, including including, without limitation, the exclusive right to take or retake control or possession of such Priority any Collateral and to hold, prepare for sale, process, Dispose sell, lease, foreclose upon, dispose of, collect, or liquidate such Priority any Collateral and to incur expenses in connection with any of the foregoing, including, without limitation, in connection with such Disposition sale or disposition and to exercise any and all of the rights and remedies of a secured lender under the UCC Uniform Commercial Code of any applicable jurisdiction. In furtherance and not in limitation of the foregoing, Junior Lender waives any and all rights to direct the method of any action by any holder of Senior Debt (or any representative thereof) in connection with, and any right to object to, a strict foreclosure with respect to any Collateral, waives any and all rights of redemption and hereby consents to each holder of Senior Debt (or any representative thereof) dealing in all respects with the Collateral as if there were no Liens on the Collateral securing the Subordinated Debt; provided, however, that nothing herein shall constitute a waiver the Junior Lender’s right to object to or assert -18- that a private or public sale conducted by the Senior Agent was commercially unreasonable. In conducting any public or private sale under the UCC of its Priority CollateralUniform Commercial Code, the Priority Secured Creditor Senior Agent shall give the Junior Secured Creditor Lender such notice (a “UCC Notice”) of such sale as may be required by the applicable UCCUniform Commercial Code; provided, however, that 10 ten (10) days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the Senior Agent and the Lenders shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Loan Documents (or Permitted Refinancing Loan Documents) with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor Senior Agent shall give the Junior Secured Creditor Second Lien Creditors such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 2.9 or Section 3.4 2.11 below, notwithstanding any rights or remedies available to a Junior Secured Second Lien Creditor under any of the applicable Obligation Subordinated Indebtedness Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration or any portion of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration Collateral. The failure of the Standstill Period Senior Agent to give any UCC Notice shall not affect the relative priorities of the Senior Agent’s Liens as provided herein or anything herein to the contrary, validity or effectiveness of any notices or demands as against any Borrower or any Obligor and in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding will the Senior Agent or any Insolvency Proceeding) as Lender have any obligation to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) obtain the Priority Secured Creditor shall have commenced the enforcement or exercise consent of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or Second Lien Creditor with respect to any of such Non-Priority Collateral as actions taken or contemplated to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, be taken (or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or not taken) with respect to any Enforcement Action. Each Obligor, by its acknowledgment hereto, hereby consents and agrees to each Secured Creditor providing any such information to the foreclosure other Secured Creditors and sale of all to such actions by the Secured Creditors and waives any rights or claims against any material portion Secured Creditors arising as a result of such Collateral), information or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionactions.

Management of Collateral. Subject Notwithstanding anything to the other terms contrary contained in any of the Notes (with respect to provisions addressing management of Collateral only): (i) Until the Notes have been paid in full and conditions subject to the remaining provisions of this AgreementSection 7: (i) the Administrative Agent, each Priority Secured Creditor on behalf of the Purchasers, shall have the exclusive right to manage, perform perform, and enforce the terms of the applicable Obligation Loan Documents with respect to its Priority Collateral, the Collateral and to exercise and enforce all privileges and rights thereunder according to in its sole reasonable discretion and the its exercise of its sole business judgment, including including, without limitation, the exclusive right to enforce or settle insurance claims with respect to Collateral, take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses Collateral; (ii) none of the Purchasers shall exercise or take any action in connection with such Disposition and to furtherance of the sale, foreclosure, realization upon, or the repossession or liquidation of any of the Collateral, including, without limitation: (A) the exercise all the of any remedies or rights and remedies of a secured lender "Secured Creditor" under Article 9 of the UCC UCC, such as, without limitation, the notification of account debtors; (B) the exercise of any applicable jurisdiction. In conducting any public remedies or private sale under rights as a mortgagee or beneficiary (or by the UCC trustee on behalf of its Priority Collateralthe beneficiary), including, without limitation, the Priority Secured Creditor shall give appointment of a receiver, or the Junior Secured Creditor such notice commencement of any foreclosure proceedings or the exercise of any power of sale, including, without limitation, the placing of any advertisement for the sale of any Collateral; (a “UCC Notice”C) the exercise of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior judgment creditor; or (D) any other remedy available in respect of the Collateral available to such Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Loan Documents (the "Secured Creditor shall, directly or indirectly, take any Enforcement Action Party Remedies") with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided thatand (iii) any and all proceeds of Collateral which shall come into the possession, subject at control, or custody of the Purchasers will be deemed to have been received for the account of the Administrative Agent and all times other Purchasers, and shall be immediately paid over to the Administrative Agent for application in accordance with the provisions of Section 2, upon hereof. Each Purchaser waives any and all rights to affect the expiration of method or challenge the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation appropriateness of any action to take possession of all or any material portion of such Collateral or by the commencement of any legal proceedings or actions against or Administrative Agent with respect to the foreclosure Collateral other than actions arising out of the gross negligence or willful misconduct of the Administrative Agent, and sale waives any claims or defenses they may have against the Administrative Agent, including any such claims or defenses based on any actions or omissions of all any such person in connection with the perfection, maintenance, enforcement, foreclosure, sale, liquidation or release of any lien or security interest therein, or any material portion modification or waiver of such Collateralthe Loan Documents specifically relating to the management of the Collateral other than those arising out of the gross negligence or willful misconduct of the Administrative Agent. (ii) The rights and priorities set forth in this Section 7 shall remain binding irrespective of the terms of any plan of reorganization in any proceeding commenced by or against the Debtor under any provision of the United States Bankruptcy Code (11 U.S.C. ss. 101, et seq.), as amended, and any successor statute (the "Bankruptcy Code") or under any other federal or state bankruptcy or insolvency law, including assignments for the diligent attempt benefit of creditors, formal or informal moratoria, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other similar relief, and all converted or succeeding cases in good faith to vacate any stay prohibiting an Enforcement Action with respect to all thereof (the "Bankruptcy Case") or other provisions of the Bankruptcy Code or any material portion of such Collateral similar federal or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionstate statute.

Management of Collateral. Subject (a) After the occurrence and during the continuance of an Event of Default, the WC Collateral Agent may for the benefit of the Lenders send a notice of assignment and/or notice of the WC Collateral Agent's security interest to any and all Account Debtors or any third party holding or otherwise concerned with any of the other terms Collateral, and conditions thereafter the WC Collateral Agent on behalf of this Agreement, each Priority Secured Creditor the Lenders shall have the exclusive sole right to manage, perform and enforce collect the terms Accounts Receivable and/or take possession of the applicable Obligation Documents Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except prior to the occurrence and during the continuance of an Event of Default, in the ordinary course of business. (i) The Companies hereby appoint the WC Collateral Agent and the Agent or their designee as the Companies attorney-in-fact with respect power to endorse any Company's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral that may come into its Priority Collateralpossession, to exercise sign each Borrower's name on any invoice or xxxx of lading relating to any of the Accounts Receivable, drafts against Account Debtors, assignments and enforce verifications of Accounts Receivable and notices to Account Debtors, to send verification of Accounts Receivable, and upon the occurrence and during the continuance of an Event of Default, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrowers to such address as the Agent may designate and to do all privileges DOC ID - 18336046.11 other acts and rights thereunder according things necessary to its sole discretion carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designate shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Revolving Credit Loans and any other Obligations under the Loan Documents are paid in full and all of the Revolving Credit Commitments are terminated. (ii) The Agent and the exercise WC Collateral Agent, without notice to or consent of its sole business judgmentthe Borrowers, including upon the exclusive right to take occurrence and during the continuance of an Event of Default (A) may xxx upon or retake control or possession otherwise collect, extend the time of such Priority Collateral and to hold, prepare for sale, process, Dispose payment of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of compromise or settle for cash, credit or otherwise upon any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitationterms, any of the following Accounts Receivable or any securities, instruments or insurance applicable thereto and/or release the Account Debtor thereon; (if undertaken B) is authorized and pursued empowered to consummate a Disposition accept the return of such Collateral within the fuel, fuel-by products or other goods represented by any of the Accounts Receivable, and (C) shall have the right to receive, endorse, assign and/or deliver in its name or the name of any Company any and all checks, drafts, and other instruments for the payment of money relating to the Accounts Receivable. The Borrowers hereby waive notice of presentment, protest and non‑payment of any instrument so endorsed, all in a commercially reasonable time): manner and without discharging or in any way affecting liability hereunder. (c) Nothing herein contained shall be construed to constitute any Company as agent of the solicitation Agent, the WC Collateral Agent or the Lenders for any purpose whatsoever, and the Agent, the WC Collateral Agent and the Lenders shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of bids any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from third parties to conduct acts or omissions of the liquidation Agent, the WC Collateral Agent and the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of all a court of competent jurisdiction). The Agent, the WC Collateral Agent or the Lenders shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any material portion instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of the Agent, the WC Collateral Agent or the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, the WC Collateral Agent and the Lenders, by anything herein or in any assignment or otherwise, do not assume any of the Companies' obligations under any contract or agreement assigned to the Agent or the WC Collateral Agent and the Agent, the WC Collateral Agent or the Lenders shall not be responsible in any way for the performance by the Companies of any of the terms and conditions thereof. (d) If any of the Accounts Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrowers' account and to charge the Loan Account therefor. The Borrowers shall notify the Agent if any Accounts Receivable include any taxes due to any such authority and, in the DOC ID - 18336046.11 absence of such Collateralnotice, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for Agent shall have the purpose of valuing, marketing, promoting or selling all or any material portion right to retain the full proceeds of such Collateral, Accounts Receivable and shall not be liable for any taxes that may be due from such Company by reason of the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of sale and delivery creating such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement ActionAccounts Receivable.

Management of Collateral. Subject to (a) Until the other terms and conditions of this AgreementFormula Revolver Priority Termination Date, each Priority Secured Creditor the Formula Revolver Agent shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Formula Revolver Documents with respect to its the Formula Revolver Priority Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgment, including the exclusive right to take or retake control or possession of such the Formula Revolver Priority Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such the Formula Revolver Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor Formula Revolver Agent shall give the Junior Secured Creditor Floor Plan Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 daysten (10) Business Days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below. (b) Until the Floor Plan Termination Date, notwithstanding any rights or remedies available the Floor Plan Agent shall have the exclusive right to a Junior Secured Creditor under any manage, perform and enforce the terms of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action Floor Plan Documents with respect to Collateral that, as to such Junior Secured Creditor, is Non-the Floor Plan Priority Collateral; provided that, subject at to exercise and enforce all times privileges and rights thereunder according to its sole discretion and the provisions exercise of Section 2its sole business judgment, upon including the expiration exclusive right to take or retake control or possession of the Floor Plan Priority Collateral and to hold, prepare for sale, process, Dispose of, or liquidate the Floor Plan Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable Standstill Periodjurisdiction. In conducting any public or private sale under the UCC, the Floor Plan Agent shall give the Formula Revolver Agent a Junior Secured Creditor (other than any Existing Notes Creditor) UCC Notice of such sale as may take any Enforcement Action as to such Collateral (provided that it gives be required by the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action)applicable UCC; provided, furtherhowever, that notwithstanding ten (10) Business Days’ notice shall be deemed to be commercially reasonable notice. (c) After the expiration Formula Revolver Priority Termination Date and prior to the Floor Plan Termination Date, the Floor Plan Agent shall have the exclusive right to manage, perform and enforce the terms of the Standstill Period or anything herein Floor Plan Documents with respect to the contraryFormula Revolver Priority Collateral, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgment, including the exclusive right to take or remediesretake control or possession of the Formula Revolver Priority Collateral and to hold, prepare for sale, process, Dispose of, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-liquidate the Formula Revolver Priority Collateral if either and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC, the Floor Plan Agent shall give the Formula Revolver Agent a UCC Notice of such sale as may be required by the applicable UCC; provided, however, that ten (10) Business Days’ notice shall be deemed to be commercially reasonable notice. (d) Until the Formula Revolver Priority Termination Date, neither the Floor Plan Agent nor any other Floor Plan Creditor shall (i) an Insolvency Proceeding occurs and is continuing exercise or (ii) the Priority Secured Creditor shall have commenced the enforcement or seek to exercise of any rights or remedies with respect to more than a de minimis portion of such Non-any Formula Revolver Priority Collateral; (ii) contest, protest, or object to any exercise by any Formula Revolver Creditor of its rights and remedies with respect to the Formula Revolver Priority Collateral; or (iii) object to (and hereby waives any and all claims with respect to) the forbearance by any Formula Revolver Creditor from exercising any of its rights and remedies with respect to the Formula Revolver Priority Collateral. (e) Until the Floor Plan Termination Date, neither the Formula Revolver Agent nor any Formula Revolver Creditor shall (i) exercise or seek to exercise any rights or remedies with respect to any of such Non-Floor Plan Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement ActionCollateral; (ii) contest, as applicableprotest, or commenced object to any such action or proceeding (including, without limitation, exercise by any Floor Plan Creditor of the following (if undertaken its rights and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or remedies with respect to the foreclosure Floor Plan Priority Collateral; or (iii) object to (and sale hereby waives any and all claims with respect to) the forbearance by any Floor Plan Creditor from exercising any of its rights and remedies with respect to the Floor Plan Priority Collateral. (f) From the Formula Revolver Priority Termination Date until the Floor Plan Termination Date, neither the Formula Revolver Agent nor any other Formula Revolver Creditor shall (i) exercise or seek to exercise any rights or remedies with respect to any Formula Revolver Priority Collateral, except for any such exercise that was commenced in good faith prior to the Formula Revolver Priority Termination Date; (ii) contest, protest, or object to any exercise by any Floor Plan Creditor of its rights and remedies with respect to the Formula Revolver Priority Collateral; or (iii) object to (and hereby waives any and all claims with respect to) the forbearance by any Floor Plan Creditor from exercising any of its rights and remedies with respect to the Formula Revolver Priority Collateral. (g) The Floor Plan Agent and the Formula Revolver Agent shall have the senior right to provide any notices or consents or to take any material portion other appropriate action under (x) that certain Subordination Agreement, dated as of March 21, 2017, by and between the Floor Plan Agent, the Formula Revolver Agent, and Frost Bank (formerly known as The Frost Bank) and (y) that certain Factoring Intercreditor Agreement, dated as of March 21, 2017, by and between Holdings and certain of its subsidiaries, Interstate Billing Service, Inc., on behalf of itself and any of its representatives, including First Corporate Solutions, the Floor Plan Agent and the Formula Revolver Agent, in each case, solely to the extent that such notices, consents or other appropriate action applies to the Floor Plan Priority Collateral), in the case of the Floor Plan Agent, or the diligent attempt Formula Revolver Priority Collateral, in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion the case of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionthe Formula Revolver Agent.

Management of Collateral. Subject (a) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Lenders' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the other terms Collateral, and conditions of this Agreement, each Priority Secured Creditor thereafter the Agent shall have the exclusive sole right to managecollect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto, perform and enforce subject to the terms of the applicable Obligation Documents Intercreditor Agreement. After the occurrence and during the continuance of an Event of Default, and subject to the Intercreditor Agreement and the prior rights of the Revolving Credit Agent, no Loan Party shall, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon. (b) Each Loan Party hereby appoints the Agent or its designee on behalf of the Agent as the Loan Parties' attorney-in-fact with power exercisable during the continuance of an Event of Default to endorse any Loan Party's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party's name on any invoice or xxxx of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to its Priority CollateralAccounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to exercise send verification of Accounts Receivable, and enforce to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to do all privileges other acts and rights thereunder according things necessary to its sole discretion carry out this Agreement, subject to the terms of the Intercreditor Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (c) Nothing herein contained shall be construed to constitute the Agent as agent of any Loan Party for any purpose whatsoever, and the exercise Agent shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, does not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (d) After the occurrence and during the continuance of an Event of Default, and subject to the Intercreditor Agreement and the prior rights of the Revolving Credit Agent, if any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its sole business judgmentdiscretion to pay the amount thereof to the proper taxing authority for the Loan Parties' account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, including in the exclusive absence of such notice, the Agent shall have the right to take or retake control or possession retain the full proceeds of such Priority Collateral Account Receivable and to holdshall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (e) Notwithstanding any other terms set forth in the Loan Documents, prepare for sale, process, Dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC Agent and the Lenders herein provided, and the obligations of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralLoan Parties set forth herein, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as are cumulative of, may be required by the applicable UCC; providedexercised singly or concurrently with, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitationare not exclusive of, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all other rights, remedies or obligations set forth in any material portion of such Collateral, the engagement other Loan Document or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionas provided by law.

Management of Collateral. Subject to the other terms Agent and conditions of this Agreement, each Priority Secured Creditor Senior Lenders shall have the ------------------------ exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Loan Documents with respect to its Priority the Senior Lender Collateral, to exercise and enforce all privileges and rights thereunder according to its sole their discretion and the exercise of its sole their business judgmentjudgment including, including but not limited to, the exclusive right to take or retake control or possession of such Priority the Senior Lender Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and the Senior Lender Collateral, pursuant to incur expenses a foreclosure or otherwise. Notwithstanding anything to the contrary contained in any document, instrument or agreement evidencing, securing or otherwise executed in connection with such Disposition and the incurrence of the Subordinated Debt, only the Senior Lenders shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of Senior Lender Collateral. Accordingly, should Agent or any Senior Lender elect to exercise all the its rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of the Senior Lender Collateral, Agent or such Non-Priority Collateral Senior Lender may proceed to do so in a commercially reasonable manner as required by the Uniform Commercial Code, without regard to which any interest of Subordinated Lender, and Subordinated Lender waives any claims that it may have against Agent and Senior Lenders for any disposition of the Junior Secured Creditor has commenced an Enforcement ActionSenior Lender Collateral, as applicable, or commenced provided that any such action disposition by Agent and Senior Lenders is conducted in a commercially reasonable ma nner as required by the applicable provisions of the Uniform Commercial Code. Without affecting Subordinated Lender's obligations set forth in this Agreement not to obtain any lien or proceeding (including, without limitation, security interest in any of the following (if undertaken Senior Lender Collateral, Subordinated Lender agrees, whether or not a default has occurred in the payment of the Subordinated Debt or the performance of any other obligations to it, that any liens on and pursued to consummate a Disposition of such security interests in the Senior Lender Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of thereof that it might have or acquire shall automatically be fully released ipso facto as to all indebtedness and other obligations secured thereby owing to Subordinated Lender if and when Senior Lenders release their lien in and security interest on such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all Senior Lender Collateral or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionthereof.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents with respect to its Priority Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgment, including the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action, which notice may be given during the pendency of any Standstill Period); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject (a) After the occurrence ------------------------ and during the continuance of an Event of Default and subject to the other terms prior rights of the Factor under the Factoring Agreements and conditions of this the Assignment Agreement, each Priority Secured Creditor the Collateral Agent may for the benefit of the Lenders, send a notice of assignment and/or notice of the Collateral Agent's security interest to any and all Account Debtors or any third party holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent on behalf of the Lenders shall have the exclusive sole right to manage, perform and enforce collect the terms Accounts Receivable and/or take possession of the applicable Obligation Documents with respect to its Priority CollateralCollateral and the books and records relating thereto. The Company and the Borrowers shall not and shall not permit their Subsidiaries, without prior written consent of the Collateral Agent, to exercise and enforce all privileges and rights thereunder according to its sole discretion and grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the exercise of its sole business judgmentfull amount thereof, including release, in whole or in part, any Person or property liable for the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose ofpayment thereof, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of allow any applicable jurisdiction. In conducting any public credit or private sale under the UCC of its Priority Collateraldiscount whatsoever thereon, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either except (i) prior to the occurrence and during the continuance of an Insolvency Proceeding occurs and is continuing Event of Default, in the ordinary course of business or (ii) as permitted by the Priority Secured Creditor shall have commenced Factoring Agreements. (i) Subject to the enforcement prior rights of the Factor under the Factoring Agreements and the Assignment Agreement, the Company and the Borrowers hereby appoint the Collateral Agent or exercise its designee on behalf of the Collateral Agent as the Company's and the Borrowers' attorney-in-fact with power after the occurrence and during the continuance of an Event of Default to endorse the Company's or Borrower's name upon any rights notes, acceptances, checks, drafts, money orders or remedies with respect other evidences of payment or Collateral that may come into its possession, to more than sign the Company's or a de minimis portion Borrower's name on any invoice or xxxx of such Non-Priority Collateral, or with respect lading relating to any of the Accounts Receivable, drafts against Account Debtors, assignments and verifications of Accounts Receivable and notices to Account Debtors, to send verification of Accounts Receivable, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Company and the Borrowers to such Non-Priority address as the Administrative Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designate shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and any other Obligations under the Loan Documents are paid in full and all of the Commitments are terminated. (ii) Subject to the prior rights of the Factor under the Factoring Agreements and the Assignment Agreement, the Collateral as Agent, without notice to which or consent of the Junior Secured Creditor has commenced Company, any Borrower or any Guarantor upon the occurrence and during the continuance of an Enforcement ActionEvent of Default (A) may xxx upon or otherwise collect, as applicableextend the time of payment of, or commenced compromise or settle for cash, credit or otherwise upon any such action or proceeding (including, without limitationterms, any of the following Accounts Receivable or any securities, instruments or insurance applicable thereto and/or release the Account Debtor thereon; (if undertaken B) is authorized and pursued empowered to consummate a Disposition accept the return of such Collateral within the goods represented by any of the Accounts Receivable, and (C) shall have the right to receive, endorse, assign and/or deliver in its name or the name of the Company, any Borrower or any Guarantor any and all checks, drafts, and other instruments for the payment of money relating to the Accounts Receivable. The Company and each Borrower and Guarantor hereby waive notice of presentment, protest and non- payment of any instrument so endorsed, all in a commercially reasonable time): manner and without discharging or in any way affecting liability hereunder. (c) Nothing herein contained shall be construed to constitute the solicitation of bids from third parties to conduct the liquidation of all Company, any Borrower or any material portion Guarantor as agent of the Agents or the Lenders for any purpose whatsoever, and the Agents and the Lenders shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of the Agents or the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents and the Lenders shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of the Agents or the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents and the Lenders, by anything herein or in any assignment or otherwise, do not assume any of the Company's, Borrowers' or any Guarantor's obligations under any contract or agreement assigned to the Agents and the Agents or the Lenders shall not be responsible in any way for the performance by the Company or such Borrower of any of the terms and conditions thereof. (d) If any of the Accounts Receivable includes a charge for any tax payable to any Governmental Authority, subject to the prior rights of the Factor under the Factoring Agreement and the Assignment Agreement, the Collateral Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Company's, any Borrower's or any Guarantor's account and to charge the Company or such Borrower or Guarantor therefor. The Company or such Borrower or Guarantor shall notify the Collateral Agent if any Accounts Receivable include any taxes due to any such authority and, in the absence of such Collateralnotice and, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for Collateral Agent shall have the purpose of valuing, marketing, promoting or selling all or any material portion right to retain the full proceeds of such Collateral, Accounts Receivable and shall not be liable for any taxes that may be due from the notification Company or such Borrower or Guarantor by reason of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of sale and delivery creating such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement ActionAccounts Receivable.

Management of Collateral. (a) Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor prior to the First Lien Termination Date, the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation First Lien Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor First Lien Agent shall give the Junior Secured Creditor Second Lien Agent and Third Lien Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 3.1 or Section 3.4 3.3 below, notwithstanding any rights or remedies available to a Junior Secured Second Lien Creditor or Third Lien Creditor under any of the applicable Obligation Second Lien Documents or Third Lien Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor or Third Lien Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority CollateralAction; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Second Lien Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take any Enforcement Action as to such Collateral (provided that it gives they give the Priority Secured Creditor First Lien Agent at least 10 five (5) Business Days written notice prior to taking such Enforcement Action); provided, furtherhowever, that notwithstanding the expiration of the Second Lien Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Second Lien Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor First Lien Agent shall have commenced commenced, and be diligently pursuing, the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such the Collateral, the notification of account debtors to make payments to the Priority Secured Creditor First Lien Agent or its agents, the initiation of any action to take possession of all or any material portion of such the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such the Collateral), or the diligent attempt diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action. (b) Subject to the other terms and conditions of this Agreement, after the First Lien Termination Date, the Second Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the Second Lien Documents with respect to the Collateral, to exercise and enforce all privileges and rights thereunder according to their sole discretion and the exercise of their sole business judgment, including the exclusive right to take or retake control or possession of the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC, the Second Lien Agent shall give the Third Lien Agent a UCC Notice; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.1 or Section 3.3 below, notwithstanding any rights or remedies available to a Third Lien Creditor under any of the Third Lien Documents, applicable law or otherwise, no Third Lien Creditor shall, directly or indirectly, take any Enforcement Action; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Third Lien Standstill Period, the Third Lien Creditors may take any Enforcement Action (provided that they give the Second Lien Agent at least five (5) Business Days written notice prior to taking such Enforcement Action); provided, however, that notwithstanding the expiration of the Third Lien Standstill Period or anything herein to the contrary, in no event shall any Third Lien Creditor exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) if the Second Lien Agent shall have commenced, and be diligently pursuing, the enforcement or exercise of any rights or remedies with respect to any of the Collateral or any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of the Collateral, the notification of account debtors to make payments to the Second Lien Agent or its agents, the initiation of any action to take possession of all or any material portion of the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of the Collateral), or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to (a) Until the other terms Senior Indebtedness has been Paid in Full, the Senior Agents and conditions the holders of this Agreement, each Priority Secured Creditor Senior Indebtedness (or any representative thereof) shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Indebtedness, the Basic Documents and Permitted Refinancing Debt Documents with respect to its Priority Collateral, all Shared Collateral and to exercise and enforce all privileges and rights thereunder according to its sole discretion and with respect thereto, in each case in the exercise of its their business judgment and sole business judgmentand absolute discretion, including including, without limitation, the sole and exclusive right to take or retake control or possession of such Priority Collateral and any Shared Collateral, to hold, prepare for sale, process, Dispose sell, lease, foreclose upon, collect, exercise rights or remedies with respect to, dispose of, or liquidate such Priority Collateral and any Shared Collateral, to incur expenses in connection with such Disposition any of the foregoing and to exercise all the rights and remedies of a secured lender under the UCC UCC, and neither Subordinated Agent nor the Subordinated Creditor shall take or seek to take any such action. In furtherance and not in limitation of the foregoing, Subordinated Agent and the Subordinated Creditor each waives any and all rights of such Person to direct the method or challenge the appropriateness of any applicable jurisdiction. In conducting action by any public holder of Senior Indebtedness (or private sale under the UCC of its Priority Collateralany representative thereof) in connection with, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed and any right to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Periodobject to, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any strict foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any Shared Collateral, waives any and all rights of redemption and hereby consents to each holder of Senior Indebtedness (or any representative thereof) dealing in all respects with the Shared Collateral as if there were no Liens on the Shared Collateral securing Subordinated Indebtedness. (b) The provisions of subsection 21.5(a) are not intended and shall not be deemed or construed to limit or impair (i) the right of Subordinated Agent to join (but not control) any foreclosure or other judicial lien enforcement proceeding with respect to any Shared Collateral initiated by Senior Agent for the sole purpose of preserving and protecting Subordinated Agent’s Lien on the Shared Collateral, so long as (x) at the time of such Non-Priority joinder, the Subordinated Agent or the Subordinated Creditor still hold a valid and perfected lien in such Shared Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, and (y) such joinder does not delay or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or interfere in any material portion respect with the exercise by Senior Agent of such Collateralits rights under this Agreement, the engagement or retention of sales brokersBasic Documents and applicable law, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or in each case with respect to the foreclosure Shared Collateral; and sale of all or any material portion of such Collateral), (ii) if and to the extent the Subordinated Agent or the diligent attempt Subordinated Creditor still hold a valid and perfected lien in good faith such Shared Collateral, the right of Subordinated Agent and the Subordinated Creditor to vacate receive any stay prohibiting an Enforcement Action with respect to all or any material portion proceeds of such Shared Collateral or diligently attempting remaining after Payment in good faith to vacate any stay prohibiting an Enforcement ActionFull of the Senior Indebtedness.

Management of Collateral. Subject Notwithstanding anything to the other terms contrary contained in any of the Notes (with respect to provisions addressing management of Collateral only): (i) Until the Notes have been paid in full and conditions subject to the remaining provisions of this AgreementSection 7: (i) the Administrative Agent, each Priority Secured Creditor on behalf of the Purchasers, shall have the exclusive right to manage, perform perform, and enforce the terms of the applicable Obligation Closing Documents with respect to its Priority Collateral, the Collateral and to exercise and enforce all privileges and rights thereunder according to in its sole reasonable discretion and the its exercise of its sole business judgment, including including, without limitation, the exclusive right to enforce or settle insurance claims with respect to Collateral, take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses Collateral; (ii) none of the Purchasers shall exercise or take any action in connection with such Disposition and to furtherance of the sale, foreclosure, realization upon, or the repossession or liquidation of any of the Collateral, including, without limitation: (A) the exercise all the of any remedies or rights and remedies of a secured lender "Secured Creditor" under Article 9 of the UCC UCC, such as, without limitation, the notification of account debtors; (B) the exercise of any applicable jurisdiction. In conducting any public remedies or private sale under rights as a mortgagee or beneficiary (or by the UCC trustee on behalf of its Priority Collateralthe beneficiary), including, without limitation, the Priority Secured Creditor shall give appointment of a receiver, or the Junior Secured Creditor such notice commencement of any foreclosure proceedings or the exercise of any power of sale, including, without limitation, the placing of any advertisement for the sale of any Collateral; (a “UCC Notice”C) the exercise of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior judgment creditor; or (D) any other remedy available in respect of the Collateral available to such Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Closing Documents (the "Secured Creditor shall, directly or indirectly, take any Enforcement Action Party Remedies") with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided thatand (iii) any and all proceeds of Collateral which shall come into the possession, subject at control, or custody of the Secured Party will be deemed to have been received for the account of the Administrative Agent and all times other Purchasers, and shall be immediately paid over to the Administrative Agent for application in accordance with the provisions of Section 2, upon hereof. Each Purchaser waives any and all rights to affect the expiration of method or challenge the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation appropriateness of any action to take possession of all or any material portion of such Collateral or by the commencement of any legal proceedings or actions against or Administrative Agent with respect to the foreclosure Collateral other than actions arising out of the gross negligence or willful misconduct of the Administrative Agent, and sale waives any claims or defenses they may have against the Administrative Agent, including any such claims or defenses based on any actions or omissions of all any such person in connection with the perfection, maintenance, enforcement, foreclosure, sale, liquidation or release of any lien or security interest therein, or any material portion modification or waiver of such Collateralthe Closing Documents specifically relating to the management of the Collateral other than those arising out of the gross negligence or willful misconduct of the Administrative Agent. (ii) The rights and priorities set forth in this Section 7 shall remain binding irrespective of the terms of any plan of reorganization in any proceeding commenced by or against the Debtor under any provision of the United States Bankruptcy Code (11 U.S.C. ss. 101, et seq.), as amended, and any successor statute (the "Bankruptcy Code") or under any other federal or state bankruptcy or insolvency law, including assignments for the diligent attempt benefit of creditors, formal or informal moratoria, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other similar relief, and all converted or succeeding cases in good faith to vacate any stay prohibiting an Enforcement Action with respect to all thereof (the "Bankruptcy Case") or other provisions of the Bankruptcy Code or any material portion of such Collateral similar federal or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionstate statute.

Management of Collateral. Subject (a) After the occurrence and during the continuance of an Event of Default, the WC Collateral Agent may for the benefit of the Lenders send a notice of assignment and/or notice of the WC Collateral Agent’s security interest to any and all Account Debtors or any third party holding or otherwise concerned with any of the other terms Collateral, and conditions thereafter the WC Collateral Agent on behalf of this Agreement, each Priority Secured Creditor the Lenders shall have the exclusive sole right to manage, perform and enforce collect the terms Accounts Receivable and/or take possession of the applicable Obligation Documents Collateral and the books and records relating thereto. The Borrowers shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except prior to the occurrence and during the continuance of an Event of Default, in the ordinary course of business. (i) The Companies hereby appoint the WC Collateral Agent and the Agent or their designee as the Companies attorney-in-fact with respect power to endorse any Company’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral that may come into its Priority Collateralpossession, to exercise sign each Borrower’s name on any invoice or bxxx of lading relating to any of the Accounts Receivable, drafts against Account Debtors, assignments and enforce verifications of Accounts Receivable and notices to Account Debtors, to send verification of Accounts Receivable, and upon the occurrence and during the continuance of an Event of Default, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrowers to such address as the Agent may designate and to do all privileges other acts and rights thereunder according things necessary to its sole discretion carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designate shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Revolving Credit Loans and any other Obligations under the Loan Documents are paid in full and all of the Revolving Credit Commitments are terminated. (ii) The Agent and the exercise WC Collateral Agent, without notice to or consent of its sole business judgmentthe Borrowers, including upon the exclusive right to take occurrence and during the continuance of an Event of Default (A) may sxx upon or retake control or possession otherwise collect, extend the time of such Priority Collateral and to hold, prepare for sale, process, Dispose payment of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of compromise or settle for cash, credit or otherwise upon any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitationterms, any of the following Accounts Receivable or any securities, instruments or insurance applicable thereto and/or release the Account Debtor thereon; (if undertaken B) is authorized and pursued empowered to consummate a Disposition accept the return of such Collateral within the fuel, fuel-by products or other goods represented by any of the Accounts Receivable, and (C) shall have the right to receive, endorse, assign and/or deliver in its name or the name of any Company any and all checks, drafts, and other instruments for the payment of money relating to the Accounts Receivable. The Borrowers hereby waive notice of presentment, protest and non-payment of any instrument so endorsed, all in a commercially reasonable time): manner and without discharging or in any way affecting liability hereunder. (c) Nothing herein contained shall be construed to constitute any Company as agent of the solicitation Agent, the WC Collateral Agent or the Lenders for any purpose whatsoever, and the Agent, the WC Collateral Agent and the Lenders shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of bids any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from third parties to conduct acts or omissions of the liquidation Agent, the WC Collateral Agent and the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of all a court of competent jurisdiction). The Agent, the WC Collateral Agent or the Lenders shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any material portion instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of the Agent, the WC Collateral Agent or the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, the WC Collateral Agent and the Lenders, by anything herein or in any assignment or otherwise, do not assume any of the Companies’ obligations under any contract or agreement assigned to the Agent or the WC Collateral Agent and the Agent, the WC Collateral Agent or the Lenders shall not be responsible in any way for the performance by the Companies of any of the terms and conditions thereof. (d) If any of the Accounts Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrowers’ account and to charge the Loan Account therefor. The Borrowers shall notify the Agent if any Accounts Receivable include any taxes due to any such authority and, in the absence of such Collateralnotice, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for Agent shall have the purpose of valuing, marketing, promoting or selling all or any material portion right to retain the full proceeds of such Collateral, Accounts Receivable and shall not be liable for any taxes that may be due from such Company by reason of the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of sale and delivery creating such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement ActionAccounts Receivable.

Management of Collateral. Subject (a) After the occurrence and during the continuance of an Event of Default and subject to the other terms rights of the Factor under the Factoring Agreements and conditions the Assignment of this Factoring Proceeds Agreement, each Priority Secured Creditor the Agent may for the benefit of the Lenders send a notice of assignment and/or notice of the Agent's security interest to any and all Account Debtors or any third party holding or otherwise concerned with any of the Collateral, and thereafter the Agent on behalf of the Lenders shall have the exclusive sole right to manage, perform and enforce collect the terms Accounts Receivable and/or take possession of the applicable Obligation Documents with respect to its Priority CollateralCollateral and the books and records relating thereto. The Borrowers shall not and shall not permit their Subsidiaries, without prior written consent of the Agent, to exercise and enforce all privileges and rights thereunder according to its sole discretion and grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the exercise of its sole business judgmentfull amount thereof, including release, in whole or in part, any Person or property liable for the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose ofpayment thereof, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of allow any applicable jurisdiction. In conducting any public credit or private sale under the UCC of its Priority Collateraldiscount whatsoever thereon, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; providedexcept, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times prior to the provisions occurrence and during the continuance of Section 2an Event of Default, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing in the ordinary course of business or (ii) as permitted by the Priority Secured Creditor shall have commenced Factoring Agreements. (i) Subject to the enforcement rights of the Factor under the Factoring Agreements and the Assignment of Factoring Proceeds Agreement, the Borrowers hereby appoint the Agent or exercise its designee on behalf of the Agent as the Borrowers' attorney-in-fact with power, after the occurrence and during the continuance of an Event of Default, to endorse the Borrowers' names upon any rights notes, acceptances, checks, drafts, money orders or remedies with respect other evidences of payment or Collateral that may come into its possession, to more than a de minimis portion sign the Borrowers' names on any invoice or xxxx of such Non-Priority Collateral, or with respect lading relating to any of the Accounts Receivable, drafts against Account Debtors, assignments and verifications of Accounts Receivable and notices to Account Debtors, to send verification of Accounts Receivable, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrowers to such Non-Priority Collateral address as the Agent may designate and to which do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designate shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Junior Secured Creditor has commenced Loans and any other Obligations under the Loan Documents are paid in full and all of the Commitments are terminated. (ii) Subject to the rights of the Factor under the Factoring Agreements and the Assignment of Factoring Proceeds Agreement, the Agent, without notice to or consent of any Borrower or any Guarantor upon the occurrence and during the continuance of an Enforcement ActionEvent of Default (A) may xxx upon or otherwise collect, as applicableextend the time of payment of, or commenced compromise or settle for cash, credit or otherwise upon any such action or proceeding (including, without limitationterms, any of the following Accounts Receivable or any securities, instruments or insurance applicable thereto and/or release the Account Debtor thereon; (if undertaken B) is authorized and pursued empowered to consummate a Disposition accept the return of such Collateral within the goods represented by any of the Accounts Receivable, and (C) shall have the right to receive, endorse, assign and/or deliver in its name or the name of any Borrower or any Guarantor any and all checks, drafts, and other instruments for the payment of money relating to the Accounts Receivable. Each Borrower and Guarantor hereby waive notice of presentment, protest and non-payment of any instrument so endorsed, all in a commercially reasonable time): the solicitation of bids from third parties manner and without discharging or in any way affecting liability hereunder. (c) Nothing herein contained shall be construed to conduct the liquidation of all constitute any Borrower or any material portion Guarantor as agent of the Agent or the Lenders for any purpose whatsoever, and the Agent and the Lenders shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of the Agent and the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent or the Lenders shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of the Agent or the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent and the Lenders, by anything herein or in any assignment or otherwise, do not assume any of the Borrowers' or any Guarantor's obligations under any contract or agreement assigned to the Agent and the Agent or the Lenders 77 shall not be responsible in any way for the performance by the Borrowers of any of the terms and conditions thereof. (d) If any of the Accounts Receivable includes a charge for any tax payable to any Governmental Authority, subject to the rights of the Factor under the Factoring Agreement and the Assignment of Factoring Proceeds Agreement, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for any Borrower's or any Guarantor's account and to charge such Borrower or Guarantor therefor. Such Borrower or Guarantor shall notify the Agent if any Accounts Receivable include any taxes due to any such authority and, in the absence of such Collateralnotice, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for Agent shall have the purpose of valuing, marketing, promoting or selling all or any material portion right to retain the full proceeds of such Collateral, Accounts Receivable and shall not be liable for any taxes that may be due from such Borrower or Guarantor by reason of the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of sale and delivery creating such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement ActionAccounts Receivable.

Management of Collateral. Subject to Until the other terms and conditions Senior Indebtedness has been Paid in Full, the holders of this Agreement, each Priority Secured Creditor Senior Indebtedness (or any representative thereof) shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Indebtedness, the Loan Documents and Permitted Refinancing Loan Documents with respect to its Priority Collateral, all Lender Collateral and to exercise and enforce all privileges and rights thereunder according to its sole discretion and with respect thereto, in each case in the exercise of its their business judgment and sole business judgmentand absolute discretion, including including, without limitation, the sole and exclusive right to take or retake control or possession of such Priority Collateral and any Lender Collateral, to hold, prepare for sale, process, Dispose sell, lease, foreclose upon, collect, exercise rights or remedies with respect to, dispose of, or liquidate such Priority Collateral and any Lender Collateral, to incur expenses in connection with such Disposition any of the foregoing and to exercise all the rights and remedies of a secured lender under the UCC UCC, the PPSA or other applicable law, and no Subordinated Creditor shall take or seek to take any such action. In furtherance and not in limitation of the foregoing, each Subordinated Creditor waives any and all rights of such Person to direct the method or challenge the appropriateness of any applicable jurisdiction. In conducting action by any public holder of Senior Indebtedness (or private sale under the UCC of its Priority Collateralany representative thereof) in connection with, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed and any right to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Periodobject to, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any strict foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any Lender Collateral, waives any and all rights of such Non-Priority redemption and hereby consents to each holder of Senior Indebtedness (or any representative thereof) dealing in all respects with the Lender Collateral as to which if there were no Liens on the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Lender Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionsecuring Subordinated Indebtedness.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation First Lien Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor First Lien Agents shall give the Junior Secured Creditor Second Lien Agent such notice (a “"UCC Notice”") of such sale as may be required by the applicable UCC; provided, however, that 10 days’ ' written notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 3.1 or Section 3.4 3.3 below, notwithstanding any rights or remedies available to a Junior Secured Second Lien Creditor under any of the applicable Obligation Second Lien Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority CollateralAction; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take any Enforcement Action as to such Collateral (provided that it gives they give the Priority Secured Creditor First Lien Agents at least 10 Business Days written notice prior to taking such Enforcement Action); provided, furtherhowever, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Second Lien Creditor take or continue to take any Enforcement Action or exercise or continue to exercise if any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding First Lien Agent or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing First Lien Creditor or (ii) the Priority Secured Creditor any representative thereof shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced and is diligently pursuing an Enforcement Action, as applicable, or commenced any such action or proceeding Action (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable timein good faith): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such the Collateral, the notification of account debtors to make payments to the Priority Secured Creditor First Lien Agents or its their agents, the initiation of any action to take possession of all or any material portion of such the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such the Collateral), or the diligent attempt diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action. For the avoidance of doubt, the parties hereto acknowledge and agree that the Second Lien Agent may engage or retain an expert to value any Collateral or the business of the Obligors irrespective of whether the First Lien Agents do the same.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole their discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition sale or disposition and to exercise all the rights and remedies of a secured lender under the UCC Uniform Commercial Code of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUniform Commercial Code, the Priority Secured Creditor First Lien Agent shall give the Junior Secured Creditor Second Lien Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCCUniform Commercial Code; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 4.1 below, notwithstanding any rights or remedies available to a Junior Secured an Second Lien Creditor under any of the applicable Obligation Second Lien Loan Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral thatAction; provided, as to such Junior Secured Creditorfurther, is Non-Priority Collateral; provided that, that subject at all times to the provisions of Section 23, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral Collateral, but only so long as to which the Junior Secured Creditor has commenced First Lien Creditors are not pursuing diligently in good faith an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued Action with respect to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to such Collateral; provided, further, that notwithstanding the foregoing, nothing contained in this Section 4.1 shall prohibit or limit the right of the Second Lien Creditors, or any one or more of them, from accelerating the Second Lien Loan Obligations in accordance with the Second Lien Loan Documents. Subject at all times to the provisions of Section 3 and to the preceding sentence, if any Second Lien Creditor commences any Enforcement Action to enforce its Lien on all or any material portion of such the Collateral or in accordance with the terms of this Agreement, and is diligently attempting pursuing in good faith to vacate any stay prohibiting an such Enforcement Action, the First Lien Creditors shall not take any Enforcement Action of a similar nature with respect to such Collateral. Until the First Lien Loan Termination Date, subject to the rights of the Obligors, the First Lien Agent shall have (i) the exclusive right to adjust settlement of any insurance policy covering the Collateral and to approve any award in any condemnation or similar proceeding affecting the Collateral, (ii) the right to receive all proceeds of such policies and awards, and (iii) the right to endorse the name of the Second Lien Agent on any checks or other items of payment evidencing such proceeds.

Management of Collateral. Subject Until Payment in Full of the Senior Obligations (other than Excess Senior Obligations), subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the Senior Lender shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents Senior Loan Agreement with respect to its Priority the Collateral, including, without limitation, prosecuting Enforcement Actions, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor Senior Lender shall give the Junior Secured Creditor Lender such notice (a “"UCC Notice”") of such sale as may be required by the applicable UCC; provided, however, that 10 days’ ' notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 2(g) or Section 3.4 2(h) below, notwithstanding any rights or remedies available to a Junior Secured Creditor Lender under any of the applicable Obligation DocumentsJunior Loan Agreement, applicable law or otherwise, until Payment in Full of the Senior Obligations (other than Excess Senior Obligations), no Junior Secured Creditor Lender shall, directly or indirectly, take any Enforcement Action with respect to Collateral thatAction, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, that upon the expiration of the applicable Standstill Period, a the Junior Secured Creditor (other than any Existing Notes Creditor) Lender may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor Senior Lender at least 10 Business Days days written notice prior to taking such Enforcement Action, which notice may be given during the pendency of the applicable Standstill Period); provided, provided further, that however, that, notwithstanding the expiration of the a Standstill Period or anything herein to the contrary, in no event shall any the Junior Secured Creditor take any Enforcement Action or Lender exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor Senior Lender shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following following) has occurred and is continuing: (if undertaken and pursued to consummate a Disposition i) the diligent pursuit of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of the Collateral and such Collateralsales brokers, the notification of account debtors to make payments to the Priority Secured Creditor or its marketing agents, investment bankers, accountants, auctioneers or other third parties are diligently pursuing such process, (ii) the initiation of any action to take possession of all or any material portion of such the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such the Collateral), or the diligent attempt (iii) diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such the Collateral or diligently attempting in good faith to vacate any stay prohibiting other Enforcement Action or (iv) an Enforcement ActionInsolvency Proceeding.

Management of Collateral. Subject (a) After the occurrence and during the continuance of an Event of Default, the WC Collateral Agent may for the benefit of the Lenders send a notice of assignment and/or notice of the WC Collateral Agent’s security interest to any and all Account Debtors or any third party holding or otherwise concerned with any of the other terms Collateral, and conditions thereafter the WC Collateral Agent on behalf of this Agreement, each Priority Secured Creditor the Lenders shall have the exclusive sole right to manage, perform and enforce collect the terms Accounts Receivable and/or take possession of the applicable Obligation Documents Collateral and the books and records relating thereto. The Borrower shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except prior to the occurrence and during the continuance of an Event of Default, in the ordinary course of business. (i) The Companies hereby appoint the WC Collateral Agent and the Agent or their designee as the Companies attorney-in-fact with respect power to endorse any Company’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral that may come into its Priority Collateralpossession, to exercise sign the Borrower’s name on any invoice or bxxx of lading relating to any of the Accounts Receivable, drafts against Account Debtors, assignments and enforce verifications of Accounts Receivable and notices to Account Debtors, to send verification of Accounts Receivable, and upon the occurrence and during the continuance of an Event of Default, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower to such address as the Agent may designate and to do all privileges other acts and rights thereunder according things necessary to its sole discretion carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designate shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Revolving Credit Loans and any other Obligations under the Loan Documents are paid in full and all of the Revolving Credit Commitments are terminated. (ii) The Agent and the exercise WC Collateral Agent, without notice to or consent of its sole business judgmentthe Borrower, including upon the exclusive right to take occurrence and during the continuance of an Event of Default (A) may sxx upon or retake control or possession otherwise collect, extend the time of such Priority Collateral and to hold, prepare for sale, process, Dispose payment of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of compromise or settle for cash, credit or otherwise upon any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitationterms, any of the following Accounts Receivable or any securities, instruments or insurance applicable thereto and/or release the Account Debtor thereon; (if undertaken B) is authorized and pursued empowered to consummate a Disposition accept the return of such Collateral within the fuel, fuel-by products or other goods represented by any of the Accounts Receivable, and (C) shall have the right to receive, endorse, assign and/or deliver in its name or the name of any Company any and all checks, drafts, and other instruments for the payment of money relating to the Accounts Receivable. The Borrower’s hereby waive notice of presentment, protest and non-payment of any instrument so endorsed, all in a commercially reasonable time): manner and without discharging or in any way affecting liability hereunder. (c) Nothing herein contained shall be construed to constitute any Company as agent of the solicitation Agent, the WC Collateral Agent or the Lenders for any purpose whatsoever, and the Agent, the WC Collateral Agent and the Lenders shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of bids any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from third parties to conduct acts or omissions of the liquidation Agent, the WC Collateral Agent and the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of all a court of competent jurisdiction). The Agent, the WC Collateral Agent or the Lenders shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any material portion instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of the Agent, the WC Collateral Agent or the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, the WC Collateral Agent and the Lenders, by anything herein or in any assignment or otherwise, do not assume any of the Companies’ obligations under any contract or agreement assigned to the Agent or the WC Collateral Agent and the Agent, the WC Collateral Agent or the Lenders shall not be responsible in any way for the performance by the Companies of any of the terms and conditions thereof. (d) If any of the Accounts Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrower’ account and to charge the Loan Account therefor. The Borrower shall notify the Agent if any Accounts Receivable include any taxes due to any such authority and, in the absence of such Collateralnotice, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for Agent shall have the purpose of valuing, marketing, promoting or selling all or any material portion right to retain the full proceeds of such Collateral, Accounts Receivable and shall not be liable for any taxes that may be due from such Company by reason of the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of sale and delivery creating such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement ActionAccounts Receivable.

Management of Collateral. Subject (a) After the occurrence and during the continuance of an Event of Default, the Agent may, in its sole discretion, send a notice of assignment and/or notice of the Agent's security interest to any and all Account Debtors or any third party holding or otherwise concerned with any of the other terms Collateral, and conditions of this Agreement, each Priority Secured Creditor thereafter the Agent shall have the exclusive sole right to manage, perform and enforce collect the terms Accounts and/or take possession of the applicable Obligation Documents Collateral and the books and records relating thereto. The Borrower and the Guarantors shall not without prior written consent of the Agent, grant any extension of time of payment of any Account, compromise or settle any Account for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except, prior to the occurrence and continuance of an Event of Default and in the normal course of business. (i) The Borrower and the Guarantors hereby constitute the Agent or its designee on behalf of the Agent as the Borrower's and the Guarantors' attorney-in-fact with respect power to endorse the Borrower's or Guarantor's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral that may come into its Priority Collateralpossession, to exercise sign the Borrower's or Guarantor's name (but in all instances before an Event of Default in the name of the Borrower or a Guarantor and enforce all privileges not the Agent) on any invoice or xxxx of lading relating to any of the Accounts, drafts against Account Debtors, assignments and rights thereunder according verifications of Accounts and notices to its sole discretion Account Debtors, to send verification of Accounts, and following an Event of Default to notify the postal service authorities to change the address for delivery of mail addressed to the Borrower and the exercise of its sole business judgment, including Guarantors to such address as the exclusive right to take or retake control or possession of such Priority Collateral Agent may designate and to holddo all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, prepare and said attorney or designee shall not be liable for saleany acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), processnor for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and any other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. 50 (ii) The Agent, Dispose without notice to or consent of the Borrower or any Guarantor upon the occurrence and during the continuance of an Event of Default (A) may xxx upon or otherwise collect, extend the time of payment of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of compromise or settle for cash, credit or otherwise upon any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitationterms, any of the following Accounts or any securities, instruments or insurance applicable thereto and/or release the Account Debtor thereon; (if undertaken B) is authorized and pursued empowered to consummate a Disposition accept the return of such Collateral within the goods represented by any of the Accounts, and (C) shall have the right to receive, endorse, assign and/or deliver in its name or the name of any Borrower or Guarantor any and all checks, drafts, and other instruments for the payment of money relating to the Accounts. The Borrower and the Guarantors hereby waive notice of presentment, protest and non-payment of any instrument so endorsed, all in a commercially reasonable time): manner and without discharging or in any way affecting liability hereunder. (c) Nothing herein contained shall be construed to constitute the solicitation of bids from third parties to conduct the liquidation of all Borrower or any material portion Guarantor as agent of the Agent or the Lenders for any purpose whatsoever, and the Agent and the Lenders shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts or omissions of the Agent or the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent or the Lenders shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts or any instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of the Agent or the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent or the Lenders, by anything herein or in any assignment or otherwise, do not assume the Borrower's or any Guarantor's obligations under any contract or agreement assigned to the Agent and the Agent or the Lenders shall not be responsible in any way for the performance by such Borrower or Guarantor of any of the terms and conditions thereof. (d) If any of the Accounts includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrower's or any Guarantor's account and to charge the Borrower or Guarantors therefor. The Borrower or Guarantors shall notify the Agent if any Accounts include any taxes due to any such authority and, in the absence of such Collateralnotice, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for Agent shall have the purpose of valuing, marketing, promoting or selling all or any material portion right to retain the full proceeds of such Collateral, Accounts and shall not be liable for any taxes that may be due from such Borrower or Guarantor by reason of the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of sale and delivery creating such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement ActionAccounts.

Management of Collateral. Subject (a) Upon the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Lenders' security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the other terms Collateral, and conditions of this Agreement, each Priority Secured Creditor thereafter the Agent shall have the exclusive sole right to managecollect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto, perform and enforce subject to the terms of the applicable Obligation Documents Intercreditor Agreement. Subject to the terms of the Intercreditor Agreement and the prior rights of the Revolving Credit Agent, no Loan Party shall, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except in the ordinary course of business of such Loan Party and consistent with its historical business practice. (b) Each Loan Party hereby appoints the Agent or its designee on behalf of the Agent as the Loan Parties' attorney-in-fact with power exercisable, during the continuance of an Event of Default and subject to the terms of the Intercreditor Agreement, to endorse any Loan Party's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable, to sign any Loan Party's name on any invoice or xxxx of lading relating to any of the Accounts Receivable, drafts against Account Debtors with respect to its Priority CollateralAccounts Receivable, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to exercise send verification of Accounts Receivable, and enforce to notify the Postal Service authorities to change the address for delivery of mail addressed to any Loan Party to such address as the Agent may designate and to do all privileges other acts and rights thereunder according things necessary to its sole discretion carry out this Agreement, subject to the terms of the Intercreditor Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations under the Loan Documents are paid in full and all of the Loan Documents are terminated. (c) Nothing herein contained shall be construed to constitute the Agent as agent of any Loan Party for any purpose whatsoever, and the exercise Agent shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent shall not, under any circumstance or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage resulting therefrom (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, by anything herein or in any assignment or otherwise, does not assume any of the obligations under any contract or agreement assigned to the Agent and shall not be responsible in any way for the performance by any Loan Party of any of the terms and conditions thereof. (d) Subject to the terms of the Intercreditor Agreement and the prior rights of the Revolving Credit Agent, if any Account Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its sole business judgmentdiscretion to pay the amount thereof to the proper taxing authority for the Loan Parties' account and to charge the Loan Parties therefor. The Loan Parties shall notify the Agent if any Account Receivable includes any taxes due to any such Governmental Authority and, including in the exclusive absence of such notice, the Agent shall have the right to take or retake control or possession retain the full proceeds of such Priority Collateral Account Receivable and to holdshall not be liable for any taxes that may be due by reason of the sale and delivery creating such Account Receivable. (e) Notwithstanding any other terms set forth in the Loan Documents, prepare for sale, process, Dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC Agent and the Lenders herein provided, and the obligations of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralLoan Parties set forth herein, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as are cumulative of, may be required by the applicable UCC; providedexercised singly or concurrently with, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitationare not exclusive of, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all other rights, remedies or obligations set forth in any material portion of such Collateral, the engagement other Loan Document or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionas provided by law.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation First Lien Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor First Lien Agent shall give the Junior Secured Creditor Second Lien Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 3.1 or Section 3.4 3.3 below, notwithstanding any rights or remedies available to a Junior Secured Second Lien Creditor under any of the applicable Obligation Second Lien Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority CollateralAction; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take any Enforcement Action as to such Collateral (provided that it gives they give the Priority Secured Creditor First Lien Agent at least 10 5 Business Days written notice prior to taking such Enforcement Action, which notice may be given during the Standstill Period); provided, furtherhowever, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Second Lien Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either if: (i) an Insolvency Proceeding occurs and is continuing or (iia) the Priority Secured First Lien Agent has notified the Second Lien Agent or the Second Lien Agent otherwise has actual knowledge that the First Lien Agent or any other First Lien Creditor shall have commenced and is pursuing with reasonable diligence the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion all or substantially all of such Non-Priority Collateral, the Collateral or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such the Collateral, the notification of account debtors to make payments to the Priority Secured Creditor First Lien Agent or its agents, the initiation of any action to take possession of all or any material portion of such the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such the Collateral), or the diligent attempt diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action; or (b) except as permitted by Section 6, an Insolvency Proceeding has commenced.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation First Lien Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor First Lien Agent shall give the Junior Secured Creditor Second Lien Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 3.1 or Section 3.4 3.3 below, notwithstanding any rights or remedies available to a Junior Secured Second Lien Creditor under any of the applicable Obligation Second Lien Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral thatAction; provided, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take any Enforcement Action as to such Collateral (provided that it gives they give the Priority Secured Creditor First Lien Agent at least 10 Business Days written notice prior to taking such Enforcement Action); provided, furtherhowever, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Second Lien Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing the First Lien Agent or (ii) the Priority Secured any other First Lien Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such the Collateral, the notification of account debtors to make payments to the Priority Secured Creditor First Lien Agent or its agents, the initiation of any action to take possession of all or any material portion of such the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such the Collateral), or the diligent attempt diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Senior Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgmentjudgment including, including but not limited to, the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (pursuant to a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable noticeforeclosure or otherwise. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding Notwithstanding any rights or remedies available to a the Junior Secured Creditor under applicable law or under any document or instrument evidencing, securing or otherwise executed in connection with the incurrence of the obligations contemplated by the Junior Documents, Junior Creditor shall not be permitted to foreclose upon their security interests in any of the applicable Obligation DocumentsCollateral, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action to exercise similar remedies with respect to Collateral thatthereto, so long as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration any of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event Senior Indebtedness shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remediesexist, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) only the Priority Secured Senior Creditor shall have commenced the enforcement right to restrict or exercise permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. Junior Creditor will not in any manner interfere with Senior Creditor’s security interests in the Collateral unless and until Borrower has satisfied in full the Senior Indebtedness and Senior Creditor has given Junior Creditor written notice thereof. The Junior Creditor waives notice of, and agrees not to challenge the method, manner, time, place or terms, of any disposition of the Collateral by Senior Creditor. Accordingly, should Senior Creditor elect to exercise its rights or and remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral, Senior Creditor may proceed to do so without regard to any interest of the Junior Creditor, and the Junior Creditor waives any claims that it may have against Senior Creditor for any disposition of the Collateral. The Junior Creditor agrees, whether or not a default has occurred in the payment of any indebtedness or the performance of any other obligations to it, that any liens on and security interests in the Collateral or any portion thereof that it might have or acquire shall automatically be fully released ipso facto as to which the all indebtedness and other obligations secured thereby owing to Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of when Senior Creditor releases its lien in and security interest on such Collateral within a commercially reasonable time): in the solicitation event of bids from third parties to conduct the liquidation of all any sale, disposition or other realization by Senior Creditor (or any material portion of agent therefore) upon such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation First Lien Documents (to the extent provided therein) with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole their discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition sale or disposition and to exercise all the rights and remedies of a secured lender under the UCC Uniform Commercial Code of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUniform Commercial Code, the Priority Secured Creditor Applicable First Lien Agent shall give the Junior Secured Creditor Second Lien Agents such notice (a “UCC Notice”) of such sale as may be required by the applicable UCCUniform Commercial Code; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding Neither the Applicable Second Lien Agent nor any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured other Second Lien Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject Actions during any Standstill Period. Subject at all times to the provisions of Section 22 and Section 4.3, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take any Enforcement Action as to such Collateral (Action; provided that it gives neither the Priority Secured Applicable Second Lien Agent nor any other Second Lien Creditor at least 10 Business Days written notice prior to taking such shall take Enforcement Action); provided, further, that notwithstanding Actions against Collateral even after the expiration of the applicable Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) so long as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (iia) the Priority Secured Creditor shall have commenced the enforcement Applicable First Lien Agent or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken other First Lien Creditors are pursuing diligently and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to against all or substantially all of the Collateral or any material portion Material Portion of such Collateral the Collateral, or diligently attempting in good faith to vacate any stay prohibiting such an Enforcement ActionAction or (b) an Insolvency Proceeding is continuing. In addition, in the event the Applicable First Lien Agent or any of the other First Lien Creditors are pursuing diligently and in good faith an Enforcement Action against any Collateral, neither the Applicable Second Lien Agent nor any other Second Lien Creditor shall take any Enforcement Action with respect to such Collateral.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Senior Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgmentjudgment including, including but not limited to, the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (pursuant to a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable noticeforeclosure or otherwise. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding Notwithstanding any rights or remedies available to a the Junior Secured Creditor under applicable law or under any document or instrument evidencing, securing or otherwise executed in connection with the incurrence of the obligations contemplated by the Junior Documents, Junior Creditor shall not be permitted to foreclose upon its security interest in any of the applicable Obligation DocumentsCollateral, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action to exercise similar remedies with respect to Collateral thatthereto, so long as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration any of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event Senior Indebtedness shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remediesexist, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) only the Priority Secured Senior Creditor shall have commenced the enforcement right to restrict or exercise permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. Junior Creditor will not in any manner interfere with Senior Creditor's security interests in the Collateral unless and until Borrower has satisfied in full the Senior Indebtedness and Senior Creditor has given Junior Creditor written notice thereof. The Junior Creditor waives notice of, and agrees not to challenge the method, manner, time, place or terms, of any disposition of the Collateral by Senior Creditor. Accordingly, should Senior Creditor elect to exercise its rights or and remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral, Senior Creditor may proceed to do so without regard to any interest of the Junior Creditor, and the Junior Creditor waives any claims that it may have against Senior Creditor for any disposition of the Collateral. The Junior Creditor agrees, whether or not a default has occurred in the payment of any indebtedness or the performance of any other obligations to it, that any liens on and security interests in the Collateral or any portion thereof that it might have or acquire shall automatically be fully released ipso facto as to which the all indebtedness and other obligations secured thereby owing to Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of when Senior Creditor releases its lien in and security interest on such Collateral within a commercially reasonable time): in the solicitation event of bids from third parties to conduct the liquidation of all any sale, disposition or other realization by Senior Creditor (or any material portion of agent therefor) upon such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject Notwithstanding anything to the other terms contrary contained in any of the Senior Creditor Agreements or the Subordinated Creditors Agreements: (a) Until the Senior Creditor Indebtedness has been fully paid in cash, and conditions all obligations of this Agreement, each Priority Secured Senior Creditors to extend credit under the Senior Creditor Agreements have been terminated: (i) Senior Agent shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents Senior Creditor Agreements with respect to its Priority Collateral, the Collateral and to exercise and enforce all privileges and rights thereunder according to its Senior Agent's sole discretion and the exercise of its sole business judgmentdiscretion, including including, without limitation, the exclusive right to enforce or settle insurance claims with respect to the Collateral, take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, processsell, Dispose oflease, or liquidate the Collateral; and (ii) any and all proceeds of the Collateral which shall come into the possession, control, or custody of Subordinated Creditors will be deemed to have been received for the account of Senior Creditors and shall be immediately paid over to Senior Agent to reduce the principal amount available to the Debtor pursuant to the Senior Creditor Agreements, without penalty. In connection with the provisions of clause 6(a)(i) above, Subordinated Creditors waives any and all rights to affect the method or challenge the appropriateness of any action by any Senior Creditor with respect to the Collateral, and waives any claims or defenses it may have against Senior Creditors, including any such Priority Collateral and to incur expenses claims or defenses based on any actions or omissions of any such person, in connection with such Disposition and to exercise all the rights and remedies perfection, maintenance, enforcement, foreclosure, sale, liquidation, or release of a secured lender any lien or security interest therein by Senior Agent, or any modification or waiver of any Senior Creditor Agreements, except as provided or limited under this Agreement. (b) In the event that (i) any Permitted Payment is not made when due under the UCC Subordinated Credit Agreement (as in effect on the date hereof), and after the expiration of any applicable jurisdiction. In conducting any public grace or private sale under the UCC of its Priority Collateralcure period thereunder, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) a default occurs under the Priority Secured Creditor shall have commenced Subordinated Credit Agreement and is not cured within the applicable grace or cure period thereunder and is continuing, then the Subordinated Agent may provide written notice (the "Subordinated Liquidation Notice") to the Senior Agent of its intention, at any time ninety (90) days after the Senior Agent's receipt of such Subordinated Liquidation Notice, to (A) enforce the Subordinated Creditors' rights to payment of the Subordinated Indebtedness by way of suit for collection of a money debt against the Debtor and may continue such enforcement or to judgment and execution thereon, (B) exercise any of any the Subordinated Creditors' rights or remedies with respect under the Subordinated Credit Agreements or otherwise, (C) seek to more than a de minimis portion of such Nonforeclose or realize upon (judicially or non-Priority Collateral, judicially) any lien on any Collateral held by the Subordinated Creditors or with respect to assert any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, claims or commenced any such action or proceeding interests therein (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all by setoff or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments debtors), or (D) take any other Enforcement Action. (c) Upon receipt of the Subordinated Liquidation Notice, the Senior Agent may, within ninety (90) days, deliver to the Priority Secured Creditor or its agentsSubordinated Creditors a Standstill Notice. Upon receipt by the Subordinated Agent of a Standstill Notice, the initiation of Subordinated Creditors may not commence or conduct any action to take possession of all Enforcement Action or any material portion other action pursuant to Clause 6(b) hereof at any time during a Standstill Period. If the Subordinated Agent does not receive a Standstill Notice within such ninety (90) day period, the Subordinated Creditors may commence an Enforcement Action or any other action pursuant to Clause 6(b); provided, that (x) all such actions must cease immediately if the Senior Creditors at any time commence and thereafter take steps to continue, a Senior Liquidation and (y) in the absence of such Collateral or the commencement of any legal proceedings or actions against or with respect such reasonable steps to continue a Senior Liquidation, the turnover to the foreclosure and sale Senior Creditors of all amounts collected and recovered by the Subordinated Creditors upon such permitted actions for application by the Senior Agent to the payment of the Senior Creditor Indebtedness in such order and manner as the Senior Creditors shall determine, until the Senior Creditor Indebtedness is fully and indefeasibly paid and satisfied and all obligations of the Senior Creditors to provided further financing under the Senior Credit Agreements have been terminated or all such obligations have expired according to their terms. (d) The rights and priorities set forth in this Agreement shall remain binding irrespective of the terms of any plan of reorganization in a Bankruptcy Case or other provisions of the Bankruptcy Code or any material portion of such Collateral), similar federal or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionstate statute.

Management of Collateral. Subject (a) After the occurrence and during the continuance of an Event of Default, the WC Collateral Agent may for the benefit of the Lenders send a notice of assignment and/or notice of the WC Collateral Agent's security interest to any and all Account Debtors or any third party holding or otherwise concerned with any of the other terms Collateral, and conditions thereafter the WC Collateral Agent on behalf of this Agreement, each Priority Secured Creditor the Lenders shall have the exclusive sole right to manage, perform and enforce collect the terms Accounts Receivable and/or take possession of the applicable Obligation Documents Collateral and the books and records relating thereto. The Borrower shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon, except prior to the occurrence and during the continuance of an Event of Default, in the ordinary course of business. (i) The Companies hereby appoint the WC Collateral Agent and the Agent or their designee as the Companies attorney-in-fact with respect power to endorse any Company's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment or Collateral that may come into its Priority Collateralpossession, to exercise sign the Borrower's name on any invoice or xxxx of lading relating to any of the Accounts Receivable, drafts against Account Debtors, assignments and enforce verifications of Accounts Receivable and notices to Account Debtors, to send verification of Accounts Receivable, and upon the occurrence and during the continuance of an Event of Default, to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower to such address as the Agent may designate and to do all privileges other acts and rights thereunder according things necessary to its sole discretion carry out this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said attorney or designate shall not be liable for any acts of omission or commission (other than acts or omissions constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), nor for any error of judgment or mistake of fact or law; this power being coupled with an interest is irrevocable until all of the Revolving Credit Loans and any other Obligations under the Loan Documents are paid in full and all of the Revolving Credit Commitments are terminated. (ii) The Agent and the exercise WC Collateral Agent, without notice to or consent of its sole business judgmentthe Borrower, including upon the exclusive right to take occurrence and during the continuance of an Event of Default (A) may xxx upon or retake control or possession otherwise collect, extend the time of such Priority Collateral and to hold, prepare for sale, process, Dispose payment of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of compromise or settle for cash, credit or otherwise upon any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitationterms, any of the following Accounts Receivable or any securities, instruments or insurance applicable thereto and/or release the Account Debtor thereon; (if undertaken B) is authorized and pursued empowered to consummate a Disposition accept the return of such Collateral within the fuel, fuel-by products or other goods represented by any of the Accounts Receivable, and (C) shall have the right to receive, endorse, assign and/or deliver in its name or the name of any Company any and all checks, drafts, and other instruments for the payment of money relating to the Accounts Receivable. The Borrower's hereby waive notice of presentment, protest and non-payment of any instrument so endorsed, all in a commercially reasonable time): manner and without discharging or in any way affecting liability hereunder. (c) Nothing herein contained shall be construed to constitute any Company as agent of the solicitation Agent, the Collateral Agents or the Lenders for any purpose whatsoever, and the Agent, the Collateral Agents and the Lenders shall not be responsible or liable for any shortage, discrepancy, damage, loss or destruction of bids any part of the Collateral wherever the same may be located and regardless of the cause thereof (other than from third parties to conduct acts or omissions of the liquidation Agent, the Collateral Agents and the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of all a court of competent jurisdiction). The Agent, the Collateral Agents or the Lenders shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts Receivable or any material portion instrument received in payment thereof or for any damage resulting therefrom (other than acts or omissions of the Agent, the Collateral Agents or the Lenders constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction). The Agent, the Collateral Agents and the Lenders, by anything herein or in any assignment or otherwise, do not assume any of the Companies' obligations under any contract or agreement assigned to the Agent or the Collateral Agents and the Agent, the Collateral Agents or the Lenders shall not be responsible in any way for the performance by the Companies of any of the terms and conditions thereof. (d) If any of the Accounts Receivable includes a charge for any tax payable to any Governmental Authority, the Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof to the proper taxing authority for the Borrower' account and to charge the Loan Account therefor. The Borrower shall notify the Agent if any Accounts Receivable include any taxes due to any such authority and, in the absence of such Collateralnotice, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for Agent shall have the purpose of valuing, marketing, promoting or selling all or any material portion right to retain the full proceeds of such Collateral, Accounts Receivable and shall not be liable for any taxes that may be due from such Company by reason of the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of sale and delivery creating such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement ActionAccounts Receivable.

Management of Collateral. Subject Notwithstanding anything to the other terms contrary contained in the Purchase Agreement or any of the Notes (with respect to provisions addressing management of Collateral only): (a) Until the Secured Obligations have been paid in full and conditions subject to the remaining provisions of this AgreementArticle 7: (i) the Administrative Agent, each Priority Secured Creditor on behalf of the Lenders, shall have the exclusive right to manage, perform perform, and enforce the terms of the applicable Obligation Loan Documents with respect to its Priority Collateral, the Collateral and to exercise and enforce all privileges and rights thereunder according to in its sole reasonable discretion and the its exercise of its sole business judgment, including including, without limitation, the exclusive right to enforce or settle insurance claims with respect to Collateral, take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice nothing in this Article 7 shall be deemed to be commercially reasonable notice. Except construed as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding granting Administrative Agent any rights under this Agreement or the Notes which do not specifically relate to management of the Collateral (e.g., declaring an "Event of Default", or amending or waiving any term or provision of the Notes or this Agreement); (ii) none of the Other Lenders shall exercise or take any action in furtherance of the sale, foreclosure, realization upon, or the repossession or liquidation of any of the Collateral, including, without limitation: (A) the exercise of any remedies or rights of a "Secured Creditor" under Article 9 of the U.C.C., such as, without limitation, the notification of account debtors; (B) the exercise of any remedies or rights as a mortgagee or beneficiary (or by the trustee on behalf of the beneficiary), including, without limitation, the appointment of a receiver, or the commencement of any foreclosure proceedings or the exercise of any power of sale, including, without limitation, the placing of any advertisement for the sale of any Collateral; (C) the exercise of any remedies available to a Junior judgment creditor; or (D) any other remedy available in respect of the Collateral available to such Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action Loan Documents (the "LENDER REMEDIES") with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided thatand (iii) any and all proceeds of Collateral which shall come into the possession, subject at all times control, or custody of any Lender will be deemed to have been received for the account of the Administrative Agent, and shall be immediately paid over to the Administrative Agent for application in accordance with the provisions of Section 2, upon hereof. Each Other Lender waives any and all rights to affect the expiration of method or challenge the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation appropriateness of any action to take possession of all or any material portion of such Collateral or by the commencement of any legal proceedings or actions against or Administrative Agent with respect to the foreclosure Collateral other than actions arising out of the gross negligence or willful misconduct of the Administrative Agent, and sale waives any claims or defenses they may have against the Administrative Agent, including any such claims or defenses based on any actions or omissions of all the Administrative Agent in connection with the perfection, maintenance, enforcement, foreclosure, sale, liquidation or release of any lien or security interest therein, or any material portion modification or waiver of such Collateralthe Loan Document other than those arising out of the gross negligence or willful misconduct of the Administrative Agent. (b) The rights and priorities set forth in this Article 7 shall remain binding irrespective of the terms of any plan of reorganization in any proceeding commenced by or against Grantor under any provision of the United States Bankruptcy Code (11 U.S.C. ss. 101, et seq.), as amended, and any successor statute (the "BANKRUPTCY CODE") or under any other federal or state bankruptcy or insolvency law, including assignments for the diligent attempt benefit of creditors, formal or informal moratoria, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other similar relief, and all converted or succeeding cases in good faith to vacate any stay prohibiting an Enforcement Action with respect to all thereof (the "BANKRUPTCY CASE") or other provisions of the Bankruptcy Code or any material portion of such Collateral similar federal or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionstate statute.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Senior Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgmentjudgment including, including but not limited to, the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (pursuant to a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable noticeforeclosure or otherwise. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding Notwithstanding any rights or remedies available to a Junior Secured Creditor under applicable law or under any document or instrument evidencing, securing or otherwise executed in connection with the incurrence of the obligations contemplated by the Junior Documents, Junior Creditor shall nor foreclose upon its security interest in any of the applicable Obligation DocumentsCollateral, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action exercise similar remedies with respect to Collateral thatthereto, so long as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration any of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event Senior Indebtedness shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remediesexist, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) only the Priority Secured Senior Creditor shall have commenced the enforcement right to restrict or exercise permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. Junior Creditor will not in any manner interfere with Senior Creditor's security interests in the Collateral unless and until Borrower has satisfied in full the Senior Indebtedness and Senior Creditor has given Junior Creditor written notice thereof. Junior Creditor waives notice of, and agrees not to challenge the method, manner, time, place or terms, of any disposition of the Collateral by Senior Creditor. Accordingly, should Senior Creditor elect to exercise its rights or and remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral, Senior Creditor may proceed to do so without regard to any interest of Junior Creditor, and Junior Creditor waives any claims that it may have against Senior Creditor for any disposition of the Collateral. Junior Creditor agrees, whether or not a default has occurred in the payment of any indebtedness or the performance of any other obligations to it, that any liens on and security interests in the Collateral or any portion thereof that it might have or acquire shall automatically be fully released ipso facto as to which the all indebtedness and other obligations secured thereby owing to Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of when Senior Creditor releases its lien in and security interest on such Collateral within a commercially reasonable time): in the solicitation event of bids from third parties to conduct the liquidation of all any sale, disposition or other realization by Senior Creditor (or any material portion of agent therefor) upon such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Senior Creditor shall have the ------------------------- exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgmentjudgment including, including but not limited to, the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (pursuant to a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable noticeforeclosure or otherwise. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding Notwithstanding any rights or remedies available to a the Junior Secured Creditor under applicable law or under any document or instrument evidencing, securing or otherwise executed in connection with the incurrence of the obligations contemplated by the Junior Documents, Junior Creditor shall not be permitted to foreclose upon their security interests in any of the applicable Obligation DocumentsCollateral, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action to exercise similar remedies with respect to Collateral thatthereto, so long as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration any of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event Senior Indebtedness shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remediesexist, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) only the Priority Secured Senior Creditor shall have commenced the enforcement right to restrict or exercise permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. Junior Creditor will not in any manner interfere with Senior Creditor's security interests in the Collateral unless and until Borrower has satisfied in full the Senior Indebtedness and Senior Creditor has given Junior Creditor written notice thereof. The Junior Creditor waives notice of, and agrees not to challenge the method, manner, time, place or terms, of any disposition of the Collateral by Senior Creditor. Accordingly, should Senior Creditor elect to exercise its rights or and remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral, Senior Creditor may proceed to do so without regard to any interest of the Junior Creditor, and the Junior Creditor waives any claims that it may have against Senior Creditor for any disposition of the Collateral. The Junior Creditor agrees, whether or not a default has occurred in the payment of any indebtedness or the performance of any other obligations to it, that any liens on and security interests in the Collateral or any portion thereof that it might have or acquire shall automatically be fully released ipso facto as to which the all indebtedness and other obligations secured thereby owing to Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of when Senior Creditor releases its lien in and security interest on such Collateral within a commercially reasonable time): in the solicitation event of bids from third parties to conduct the liquidation of all any sale, disposition or other realization by Senior Creditor (or any material portion of agent therefor) upon such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject Notwithstanding anything to the other terms contrary contained in any of the Senior Creditor Agreements or the Subordinated Creditor Agreements: (a) Until the Senior Creditor Indebtedness (up to the Senior Priority Amount) has been fully paid in cash, and conditions all obligations of this Agreement, each Priority Secured Senior Creditor to extend credit under the Senior Creditor Agreements have been terminated: (i) Senior Creditor shall have the exclusive right to managemanage the Collateral, including the exclusive right to perform and enforce the terms of the applicable Obligation Documents Senior Creditor Agreements with respect to its Priority Collateral, the Collateral and to exercise and enforce all privileges and rights thereunder according to its sole discretion and Senior Creditor's discretion, but in a commercially reasonable manner in compliance with the exercise of its sole business judgmentUCC, including including, without limitation, the exclusive right to enforce or settle insurance claims with respect to the Collateral, take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, processsell, Dispose oflease, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority neither Subordinated Creditor nor any party acting on their behalf, shall exercise any Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or Party Remedies with respect to the foreclosure Collateral; and sale (iii) any and all proceeds of all or any material portion of such Collateral)the Collateral (other than regularly scheduled payments made on the Subordinated Creditor Indebtedness) which shall come into the possession, control, or custody of Subordinated Creditor will be deemed to have been received for the diligent attempt in good faith account of Senior Creditor and shall be immediately paid over to vacate Senior Creditor. In connection with the provisions of CLAUSE 5(a)(i) ABOVE, Subordinated Creditor waives any stay prohibiting an Enforcement Action and all rights to affect the method or challenge the appropriateness of any action by Senior Creditor with respect to all the Collateral, and waives any claims or defenses it may have against Senior Creditor, including any such claims or defenses based on any actions or omissions of any such person, in connection with the perfection, maintenance, enforcement, foreclosure, sale, liquidation, or release of any lien or security interest therein by Senior Creditor, or any material portion modification or waiver of such Collateral any Senior Creditor Agreements, except as provided or diligently attempting limited under this Agreement. (b) The rights and priorities set forth in good faith to vacate this Agreement shall remain binding irrespective of the terms of any stay prohibiting an Enforcement Actionplan of reorganization in a Bankruptcy Case or other provisions of the Bankruptcy Code or any similar federal or state statute.