Common use of No Interference; Payment Over; Reinstatement Clause in Contracts

No Interference; Payment Over; Reinstatement. (a) Each Junior Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations or Senior Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such Junior Lien by any holders of Senior Obligations secured by such Collateral or any Senior Collateral Agent acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent or any holder of Senior Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent or any holder of Senior Obligations of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior Collateral Agent or any holder of Senior Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent nor any holder of Senior Obligations shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent or any such holder of Senior Obligations with respect to any Collateral securing such Senior Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent and each other Junior Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Obligations Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwise, at any time prior to the Discharge of Senior Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Agent. Each Junior Obligations Secured Party agrees that if, at any time, all or part of any payment with respect to any Senior Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent any payment received by it in respect of any Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of Senior Obligations.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwisethrough any other exercise of remedies, at any time prior when any Senior Secured Obligations secured or intended to the Discharge of be secured by such Collateral shall remain outstanding or any commitment to extend credit that would constitute Senior ObligationsSecured Obligations secured or intended to be secured by such Senior Lien shall remain in effect, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative reasonably promptly after obtaining actual knowledge or notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations. Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior ObligationsSecured Obligations Collateral realized in a transaction not prohibited by the Senior Documents and as to which the possession or receipt thereof by the Junior Representative or other Junior Secured Obligations Secured Party is otherwise permitted by the Senior Documents.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party Party, each Junior Representative and each Junior Collateral Agent agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien Claim pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien Claim with respect to the Senior Secured Obligations Collateral subject to such Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations or Senior Obligations Foreign Collateral Document, ABL Security Document, or LC Security Document or the extent, validity, attachment, perfection perfection, priority, or priority enforceability of any Senior LienLien under the Foreign Collateral Documents, ABL Security Documents or the LC Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Secured Obligations Collateral subject to such Junior Lien by any holders of the Applicable Senior Obligations secured by such Collateral Agent or any Senior Collateral Agent Secured Obligations Secured Parties or any Senior Representative acting on their behalfbehalf (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint), including with respect to the Foreign Collateral by the Foreign Collateral Agent following the instructions of a Controlling Party, (iv) it shall have no right to (A) direct the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of Senior Secured Obligations (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint) to exercise any right, remedy or power with respect to the any Senior Secured Obligations Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint) of any right, remedy or power with respect to the Collateral subject to any Junior LienSenior Secured Obligations Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or other proceeding Liquidation Proceeding any claim against the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, injunction, directions, instructions or otherwise with respect to, and neither none of the Applicable Senior Collateral Agent, any Senior Collateral Agent nor Representative or any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Agent, such Senior Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior LienCollateral, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral, Foreign Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Senior Secured Obligations Collateral or Foreign Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agents, or the Secured Parties to enforce this Agreement. (b) The Each Junior Collateral Agent Agent, each Junior Representative and each other Junior Secured Obligations Secured Party hereby agrees that that, if it shall obtain possession or control of any Senior Secured Obligations Collateral, or shall realize receive any proceeds Proceeds or payment in respect of any such Senior Secured Obligations Collateral, whether pursuant to any Junior Obligations ABL Security Document or LC Security Document or by the exercise of any rights available to it under any applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidation Proceeding or otherwisethrough any other exercise of rights or remedies, at any time prior to the Discharge of the Senior Secured Obligations, then it shall hold such Collateral, Senior Secured Obligations Collateral proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Senior Secured Obligations Collateral, proceeds or payment, as the case may be, to the applicable Applicable Senior Collateral Agent reasonably promptly after obtaining actual knowledge, or notice from the Applicable Senior Collateral Agent, that it is in possession or control of such Senior Secured Obligations Collateral, proceeds or payment. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Applicable Senior Collateral Agent any payment received by it and then in its possession or under its control in respect of any Senior Secured Obligations Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn over any Senior Secured Obligations Collateral subject to any such Senior Lien then held by it over to the applicable Applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in full of the Senior Secured Obligations. (c) Prior to the Discharge of Senior Secured Obligations, if any Junior Secured Obligations Secured Party holds any Lien on any assets of the Parent or any other Grantor securing any Junior Claims that are intended to secure the Senior Claims pursuant to the Senior Secured Obligations Collateral Documents but are not already subject to a senior Lien in favor of the Senior Secured Obligations Secured Parties, such Junior Secured Obligations Secured Party, upon demand by any Senior Secured Obligations Secured Party, will assign such Lien to the applicable Senior Representative, as security for such Senior Secured Obligations (in which case the Junior Secured Obligations Secured Parties may retain a junior Lien on such assets subject to the terms hereof).

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency suit or other proceeding Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidation Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the associated Discharge of Senior ObligationsSecured Debt Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative reasonably promptly after obtaining actual knowledge or notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, at any time, it obtains actual knowledge or receives notice that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations. All Junior Liens will remain attached to and enforceable against all proceeds so held or remitted. Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior ObligationsSecured Obligations Collateral realized in a transaction not prohibited by the Senior Documents and as to which the possession or receipt thereof by the Junior Representative or other Junior Secured Obligations Secured Party is otherwise permitted by the Senior Documents.

No Interference; Payment Over; Reinstatement. (a) Each of the Applicable Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Party Parties agrees that (i) it will not take or cause to be taken any action action, the purpose or effect of which is, or could be, to make any Junior Lien Claim pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien Claim with respect to the Collateral subject to such Junior Lien securing the Senior Claims or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations or Senior Obligations RBL Facility Security Document, Term Facility Security Document, Other First-Priority Lien Obligations Security Document or Other Second-Priority Lien Obligations Security Document or the validity, attachment, perfection or priority of any Senior LienLien under the RBL Facility Security Documents, the Term Facility Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Secured Obligations Collateral subject to such Junior Lien by the Applicable Agent, any holders of Senior Obligations secured by such Collateral Representative or any other Senior Collateral Agent acting on their behalfSecured Obligations Secured Party, (iv) it shall not have no any right to (A) direct the Applicable Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party to exercise any right, remedy or power with respect to the any Senior Secured Obligations Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior LienSenior Secured Obligations Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither none of the Applicable Agent, any Senior Collateral Agent nor Representative or any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such the Applicable Agent, any Collateral Agent, any Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior LienCollateral, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Applicable First Lien Agent, the Applicable Second Lien Agent, the Term Facility Agent, any other Term Facility Secured Party, the RBL Facility Agent, any other RBL Facility Secured Party, any Other First-Priority Lien Obligations Agent, any other Other First-Priority Lien Obligations Secured Parties, any Other Second-Priority Lien Obligations Agent, or any other Other Second-Priority Lien Obligations Secured Parties to enforce this Agreement in accordance with its terms. (b) The Each of the Applicable Junior Collateral Agent Agent, Junior Representatives and each other Junior Secured Obligations Secured Party Parties hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior RBL Facility Security Document, Term Facility Security Document, Other First-Priority Lien Obligations Security Document, Other Second-Priority Lien Obligations Security Document or by the exercise of any rights available to it or any of them under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidating Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the Discharge of the Senior Secured Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Applicable Agent reasonably promptly after obtaining actual knowledge (or notice from the Applicable Agent) that it is in possession of such Collateral, proceeds or payment. Each of the Applicable Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Party Parties agrees that ifthat, if at any time, time it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party it shall promptly pay over to the applicable Senior Collateral Applicable Agent any payment received by it and then in its possession or under its control in respect of any Senior Secured Obligations Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn over any Senior Secured Obligations Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Applicable Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of the Senior ObligationsSecured Obligations has occurred.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party Party, Junior Representative and Junior Collateral Agent agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien Claim pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien Claim with respect to the Collateral subject to such Junior Lien securing the Senior Claims or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations or Senior Obligations ABL Facility Security Document, First-Lien Revolving Facility Security Document, First-Lien Note Security Document or Other First-Priority Lien Obligations Security Document or the validity, attachment, perfection or priority of any Senior LienLien under the ABL Facility Security Documents, the First-Lien Revolving Facility Security Documents, the First-Lien Note Security Documents or Other First-Priority Lien Obligations Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Secured Obligations Collateral subject to such Junior Lien by any holders of Senior Obligations secured by such the Applicable Collateral Agent or any Senior Collateral Agent Secured Obligations Secured Parties or any Senior Representative acting on their behalf, (iv) it shall have no right to (A) direct the Applicable Collateral Agent, any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the any Senior Secured Obligations Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior LienSenior Secured Obligations Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither none of the Applicable Collateral Agent, any Senior Collateral Agent nor Representative or any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Collateral Agent, such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior LienCollateral, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the First-Lien Revolving Facility Collateral Agent, any First-Lien Revolving Facility Secured Party, the ABL Facility Collateral Agent, any ABL Facility Secured Party, the First-Lien Notes Collateral Agent, the First-Lien Note Secured Parties, any Other First-Priority Lien Obligations Collateral Agent or any Other First-Priority Lien Obligations Secured Parties to enforce this Agreement. (b) The Each Junior Representative, each Junior Collateral Agent and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior ABL Facility Security Document, First-Lien Revolving Facility Security Document, First-Lien Note Security Document or Other First-Priority Lien Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwisethrough any other exercise of remedies, at any time prior to the Discharge of the Senior Secured Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Applicable Collateral Agent reasonably promptly after obtaining actual knowledge, or notice from the Applicable Collateral Agent, that it is in possession of such Collateral, proceeds or payment. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Applicable Collateral Agent any payment received by it and then in its possession or under its control in respect of any Senior Secured Obligations Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn over any Senior Secured Obligations Collateral subject to any such Senior Lien then held by it over to the applicable Senior Applicable Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party Party, each Junior Representative and each Junior Collateral Agent agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien Claim pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien Claim with respect to the Senior Secured Obligations Collateral subject to such Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations ABL Facility Security Document or Senior Obligations First-Lien Security Document, Document or the validity, attachment, perfection or priority of any Senior LienLien under the ABL Facility Security Documents or the First-Lien Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Secured Obligations Collateral subject to such Junior Lien by any holders of the Applicable Senior Obligations secured by such Collateral Agent or any Senior Collateral Agent Secured Obligations Secured Parties or any Senior Representative acting on their behalf, (iv) it shall have no right to (A) direct the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the any Senior Secured Obligations Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior LienSenior Secured Obligations Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither none of the Applicable Senior Collateral Agent, any Senior Collateral Agent nor Representative or any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Agent, such Senior Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior LienCollateral, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the ABL Facility Collateral Agent, the other ABL Facility Secured Parties, the Applicable First-Lien Agent or the other First-Lien Secured Parties to enforce this Agreement. (b) The Each Junior Collateral Agent Agent, each Junior Representative and each other Junior Secured Obligations Secured Party hereby agrees that that, if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations ABL Facility Security Document or First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwisethrough any other exercise of remedies, at any time prior to the Discharge of the Senior Secured Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Applicable Senior Collateral Agent reasonably promptly after obtaining actual knowledge, or notice from the Applicable Senior Collateral Agent, that it is in possession of such Collateral, proceeds or payment. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Applicable Senior Collateral Agent any payment received by it and then in its possession or under its control in respect of any Senior Secured Obligations Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn over any Senior Secured Obligations Collateral subject to any such Senior Lien then held by it over to the applicable Applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in full of the Senior Secured Obligations. (c) Prior to the Discharge of Senior Secured Obligations, if any Junior Secured Obligations Secured Party holds any Lien on any assets of the U.S. Borrower or any other Grantor securing any Junior Claims that are intended to secure the Senior Claims pursuant to the Senior Secured Obligations Collateral Documents but are not already subject to a senior Lien in respect of such Senior Claims, such Junior Secured Obligations Secured Party upon demand by any Senior Secured Obligations Secured Party will assign such Lien to the Senior Collateral Agent as the case may be as security for such Senior Claims (in which case the Junior Secured Obligations Secured Parties may retain a junior lien on such assets subject to the terms hereof).

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party Party, each Junior Representative and each Junior Collateral Agent agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien Claim pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien Claim with respect to the Senior Secured Obligations Collateral subject to such Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations or Senior Obligations Foreign Collateral Document, Notes Security Document, or LC Security Document or the extent, validity, attachment, perfection perfection, priority, or priority enforceability of any Senior LienLien under the Foreign Collateral Documents, Notes Security Documents or the LC Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Secured Obligations Collateral subject to such Junior Lien by any holders of the Applicable Senior Obligations secured by such Collateral Agent or any Senior Collateral Agent Secured Obligations Secured Parties or any Senior Representative acting on their behalfbehalf (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint), including with respect to the Foreign Collateral by the Foreign Collateral Agent following the instructions of a Controlling Party, (iv) it shall have no right to (A) direct the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of Senior Secured Obligations (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint) to exercise any right, remedy or power with respect to the any Senior Secured Obligations Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint) of any right, remedy or power with respect to the Collateral subject to any Junior LienSenior Secured Obligations Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or other proceeding Liquidation Proceeding any claim against the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, injunction, directions, instructions or otherwise with respect to, and neither none of the Applicable Senior Collateral Agent, any Senior Collateral Agent nor Representative or any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Agent, such Senior Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior LienCollateral, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral, Foreign Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Senior Secured Obligations Collateral or Foreign Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent and each other Junior Obligations Secured Party hereby agrees ; provided that if it shall obtain possession of any Senior Obligations Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwise, at any time prior to the Discharge of Senior Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Agent. Each Junior Obligations Secured Party agrees that if, at any time, all or part of any payment with respect to any Senior Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent any payment received by it in respect of any Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Agent, and the provisions set forth nothing in this Agreement shall be reinstated as if such payment had not been madeconstrued to prevent or impair the rights of any of the Collateral Agents, until or the Discharge of Senior ObligationsSecured Parties to enforce this Agreement.

No Interference; Payment Over; Reinstatement. (a) Each Junior of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations Secured Party Parties agrees that (i) it will not take or cause to be taken any action action, the purpose or effect of which is, or could be, to make any Junior Second-Priority Lien Obligations secured by the Common Collateral pari passu with, or to give such Junior Second-Priority Lien Obligations Secured Party any preference or priority relative to, any Senior First-Priority Lien Obligations with respect to the Collateral subject to such Junior securing the First-Priority Lien Obligations or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations RBL Facility Security Document or Senior Other First-Priority Lien Obligations Security Document, Document or the validity, attachment, perfection or priority of any Senior LienLien under the RBL Facility Security Documents or Other First-Priority Lien Obligations Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Common Collateral subject to such Junior by the Applicable First Lien by Agent, any holders of Senior First-Priority Lien Obligations secured by such Collateral Representative or any Senior Collateral Agent acting on their behalfother First-Priority Lien Obligations Secured Party, (iv) it shall not have no any right to (A) direct the Applicable First Lien Agent, any Senior Collateral Agent First-Priority Lien Obligations Representative or any holder of Senior other First-Priority Lien Obligations Secured Party to exercise any right, remedy or power with respect to the any Common Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable First Lien Agent, any Senior Collateral Agent First-Priority Lien Obligations Representative or any holder of Senior other First-Priority Lien Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior LienCommon Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable First Lien Agent, any Senior Collateral Agent First-Priority Lien Obligations Representative or any holder of Senior other First-Priority Lien Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither none of the Applicable First Lien Agent, any Senior Collateral Agent nor First-Priority Lien Obligations Representative or any holder of Senior other First-Priority Lien Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior the Applicable First Agent, any Collateral Agent Agent, any First-Priority Lien Obligations Representative or any such holder of Senior other First-Priority Lien Obligations Secured Party with respect to any Collateral securing such Senior Obligations that is subject to any Junior LienCommon Collateral, (vi) it will not seek, and hereby waives any right, to have any Senior Obligations Common Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Term Facility Agent, any other Term Facility Secured Party, the RBL Facility Agent, any other RBL Facility Secured Party, any Other First-Priority Lien Obligations Agent, any other Other First-Priority Lien Obligations Secured Parties, any Other Second-Priority Lien Obligations Agent, or any other Other Second-Priority Lien Obligations Secured Parties to enforce this Agreement in accordance with its terms. (b) The Junior Collateral Agent Each of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and each other Junior Second-Priority Lien Obligations Secured Party Parties hereby agrees that if it shall obtain possession of any Senior Obligations Collateral, Common Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Term Facility Security Document, Other Second-Priority Lien Obligations Security Document or by the exercise of any rights available to it or any of them under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidating Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the Discharge of Senior the First-Priority Lien Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior First-Priority Lien Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Applicable First Lien Agent reasonably promptly after obtaining actual knowledge (or notice from the Applicable First Lien Agent) that it is in possession of such Collateral, proceeds or payment. Each Junior of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations Secured Party Parties agrees that ifthat, if at any time, time it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior First-Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party it shall promptly pay over to the applicable Senior Collateral Applicable First Lien Agent any payment received by it and then in its possession or under its control in respect of any Common Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn over any Common Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Applicable First Lien Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of Senior Obligationsthe First-Priority Lien Obligations has occurred.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwise, at any time prior to the Discharge of Senior Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Agent. Each Junior Obligations Secured Party agrees that if, at any time, all or part of any payment with respect to any Senior Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent any payment received by it in respect of any Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of Senior Obligations.such

No Interference; Payment Over; Reinstatement. (a) Each Junior Obligations Second Lien Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Second Lien pari passu with, or to give such Junior Obligations Second Lien Secured Party any preference or priority relative to, any Senior First Lien with respect to the Collateral subject to such Junior Second Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior First Lien Obligations or Senior Obligations First Lien Security Document, or the validity, attachment, perfection or priority of any Senior First Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such Junior Second Lien by any holders of Senior First Lien Obligations secured by such Collateral or any Senior by the First Lien Collateral Agent acting on their behalf; provided that nothing in this clause shall prevent any Second Lien Secured Party from objecting to or otherwise opposing any sale, transfer or other disposition of Collateral submitted to a bankruptcy court for approval in a case under the Bankruptcy Code in which the debtor is a Grantor, (iv) it shall have no right to (A) direct any Senior the First Lien Collateral Agent or any holder of Senior First Lien Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Second Lien or (B) consent to the exercise by any Senior the First Lien Collateral Agent or any holder of Senior First Lien Obligations of any right, remedy or power with respect to the Collateral subject to any Junior Second Lien, (v) it will not institute any suit or assert in any suit, suit or in any bankruptcy, insolvency or other proceeding any claim against any Senior First Lien Collateral Agent or any holder of Senior First Lien Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior the First Lien Collateral Agent nor any holder of Senior First Lien Obligations shall be liable for, any action taken or omitted to be taken by such Senior the First Lien Collateral Agent or any such holder of Senior First Lien Obligations with respect to any Collateral securing such Senior First Lien Obligations that is subject to any Junior Second Lien; provided that nothing in this clause shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of this Agreement, (vi) it will not seek, and hereby waives any right, to have any Senior First Lien Obligations Collateral subject to any Junior Second Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) So long as any First Lien Obligations are outstanding, any First Lien Obligations Collateral or proceeds received in connection with any disposition of or collection on First Lien Obligations Collateral upon the enforcement or exercise of any right or remedy (including any right of setoff) shall be applied by the First Lien Collateral Agent to the First Lien Obligations in accordance with the terms of the First Lien Security Documents. The Junior Second Lien Collateral Agent and each other Junior Obligations Second Lien Secured Party hereby agrees that if it shall obtain possession of any Senior First Lien Obligations Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Second Lien Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwise, or shall receive any First Lien Obligations Collateral or proceeds of First Lien Obligations Collateral, or any payment on account thereof, under the Lien Subordination and Intercreditor Agreement or any other agreement subordinating any Liens on the First Lien Obligations Collateral to the Second Liens, at any time prior to when the Discharge of Senior ObligationsFirst Lien Obligations shall not have occurred, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Obligations First Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior First Lien Collateral Agent. Each Junior Obligations Second Lien Secured Party agrees that if, at any time, all or part of any payment with respect to any Senior the First Lien Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Second Lien Secured Party shall promptly pay over to the applicable Senior First Lien Collateral Agent any payment (including any payment received from any party under the Lien Subordination and Intercreditor Agreement or any other agreement subordinating any Liens on the First Lien Obligations Collateral to the Second Liens) received by it in respect of any First Lien Obligations Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn any First Lien Obligations Collateral subject to any such Senior Lien then held by it over to the applicable Senior First Lien Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of Senior Obligations.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not itself take or cause to be taken any action the purpose purpose, or effect of which is, or could be, to make any Junior Lien pari passu rank equal with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not itself challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not interfereitself take or cause to be taken any action the purpose or intent of which is, or could be, to interfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not itself institute any suit or assert in any suit, bankruptcy, insolvency suit or other proceeding Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Subject to Section 3.02(c), each Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidation Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the associated Discharge of Senior ObligationsSecured Debt Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative reasonably promptly after receiving written notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives written notice from the Senior Secured Obligations Secured Party that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations. All Junior Liens will remain attached to, and enforceable against, all proceeds so held or remitted. Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior ObligationsSecured Obligations Collateral realized in a transaction not prohibited by the Senior Documents and as to which the possession or receipt thereof by the Junior Representative or other Junior Secured Obligations Secured Party is otherwise permitted by the Senior Documents.

No Interference; Payment Over; Reinstatement. (a) Each Junior Obligations Noteholder Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Noteholder Lien pari passu with, or to give such Junior Obligations Noteholder Secured Party any preference or priority relative to, any Senior Credit Facility Lien with respect to the Collateral subject to such Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Credit Facility Obligations or Senior Obligations Credit Facility Security Document, or the validity, attachment, perfection or priority of any Senior Credit Facility Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such Junior Lien by any holders of Senior Obligations secured by such Collateral Credit Facility Secured Party or any Senior the Collateral Agent acting on their behalf, (iv) it shall have no right to (A) direct any Senior the Collateral Agent or any holder of Senior Obligations other Credit Facility Secured Party to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent or any holder of Senior Obligations other Credit Facility Security Party of any right, remedy or power with respect to the Collateral subject to any Junior LienCollateral, (v) it will not object to the forbearance by the Collateral Agent or any Credit Facility Secured Party from bringing or pursuing any foreclosure proceeding or action nor any other exercise of any rights or remedies relating to the Collateral, (vi) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior the Collateral Agent or any holder of Senior Obligations other Credit Facility Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior the Collateral Agent nor any holder of Senior Obligations other Credit Facility Secured Party shall be liable for, any action taken or omitted to be taken by such Senior the Collateral Agent or any such holder of Senior Obligations other Credit Facility Secured Party with respect to any Collateral securing such Senior Obligations that is subject to any Junior LienCollateral, (vivii) it will not seek, and hereby waives any right, to have any Senior Obligations Credit Facility Collateral subject to any Junior Noteholder Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viiviii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. Each Credit Facility Secured Party agrees that it will not challenge or question in any proceeding the validity or enforceability of any Noteholder Obligations or Noteholder Security Document, or the validity, attachment, perfection or priority of any Noteholder Lien (including any perfection effected pursuant to Article 3 of this Agreement), or the validity, or enforceability of the rights or duties established by or other provisions of this Agreement. (b) The Junior Noteholder Collateral Agent and each other Junior Obligations Noteholder Secured Party hereby agrees that if it shall obtain possession of any Senior Obligations Collateral, Credit Facility Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Noteholder Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwisethrough any other exercise of remedies, at any time prior when any Credit Facility Obligations secured or intended to the Discharge of Senior Obligationsbe secured by such Collateral shall remain outstanding or any commitment to extend credit that would constitute Credit Facility Obligations secured or intended to be secured by such Credit Facility Lien shall remain in effect, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Obligations Credit Facility Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral AgentAgent reasonably promptly after obtaining actual knowledge or notice from the Credit Facility Secured Parties that it has possession of such Credit Facility Collateral or proceeds or payments in respect thereof. Each Junior Obligations Noteholder Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Credit Facility Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Noteholder Secured Party shall promptly pay over to the applicable Senior Collateral Agent any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Credit Facility Lien securing such Senior Credit Facility Obligations and shall promptly turn any Collateral subject to any such Senior Credit Facility Lien then held by it over to the applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in full of the Credit Facility Obligations. The Trustee and the Noteholder Collateral Agent and each Noteholder Secured Party agrees that if it becomes a judgment lien creditor in respect of its enforcement of its rights under the Noteholder Documents as an unsecured creditor, such judgment will be subject to the terms of this Agreement. (c) The parties to this Agreement agree that if, after the date hereof and prior to the Credit Facility Lien Discharge Date, the Noteholder Collateral Agent shall hold any Lien on any assets of Senior Obligationsany Grantor securing any Noteholder Obligations that are not also subject to a first-priority Lien in respect of the Credit Facility Obligations under the Credit Facility Documents, such Grantor will xxxxx x Xxxx on such assets to the Collateral Agent as security for the Credit Facility Obligations (it being understood that, the Noteholder Securities Parties shall retain a Lien on such assets subject to the terms hereof).

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or any other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwisethrough any other exercise of remedies, at any time prior when any Senior Secured Obligations secured or intended to the Discharge of be secured by such Collateral shall remain outstanding or any commitment to extend credit that would constitute Senior ObligationsSecured Obligations secured or intended to be secured by such Senior Lien shall remain in effect, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative reasonably promptly after obtaining actual knowledge or notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations. Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior ObligationsSecured Obligations Collateral realized in a transaction not prohibited by the Senior Documents and as to which the possession or receipt thereof by the Junior Representative or other Junior Secured Obligations Secured Party is otherwise permitted by the Senior Documents.

No Interference; Payment Over; Reinstatement. (a) Each Junior Obligations Second Lien Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Second Lien pari passu with, or to give such Junior Obligations Second Lien Secured Party any preference or priority relative to, any Senior First Lien with respect to the Collateral subject to such Junior Second Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior First Lien Obligations or Senior Obligations First Lien Security Document, or the validity, attachment, perfection or priority of any Senior First Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such Junior Second Lien by any holders of Senior First Lien Obligations secured by such Collateral or any Senior by the First Lien Collateral Agent acting on their behalf; provided that nothing in this clause shall prevent any Second Lien Secured Party from objecting to or otherwise opposing any sale, transfer or other disposition of Collateral submitted to a bankruptcy court for approval in a case under the Bankruptcy Code in which the debtor is a Grantor, (iv) it shall have no right to (A) direct any Senior the First Lien Collateral Agent or any holder of Senior First Lien Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Second Lien or (B) consent to the exercise by any Senior the First Lien Collateral Agent or any holder of Senior First Lien Obligations of any right, remedy or power with respect to the Collateral subject to any Junior Second Lien, (v) it will not institute any suit or assert in any suit, suit or in any bankruptcy, insolvency or other proceeding any claim against any Senior First Lien Collateral Agent or any holder of Senior First Lien Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior the First Lien Collateral Agent nor any holder of Senior First Lien Obligations shall be liable for, any action taken or omitted to be taken by such Senior the First Lien Collateral Agent or any such holder of Senior First Lien Obligations with respect to any Collateral securing such Senior First Lien Obligations that is subject to any Junior Second Lien; provided that nothing in this clause shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of this Agreement, (vi) it will not seek, and hereby waives any right, to have any Senior First Lien Obligations Collateral subject to any Junior Second Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior So long as any First Lien Obligations are outstanding, any First Lien Obligations Collateral Agent and each other Junior or proceeds received in connection with any disposition of or collection on First Lien Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Obligations Collateral, Collateral upon the enforcement or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Security Document or by the exercise of any rights available to it under applicable law right or in remedy (including any bankruptcy, insolvency or similar proceeding or otherwise, at any time prior right of setoff) shall be applied by the First Lien Collateral Agent to the Discharge First Lien Obligations in accordance with the terms of Senior Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Agent. Each Junior Obligations Secured Party agrees that if, at any time, all or part of any payment with respect to any Senior Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent any payment received by it in respect of any Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of Senior Obligations.First Lien

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party Party, each Junior Representative and each Junior Collateral Agent agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien Claim pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien Claim with respect to the Senior Secured Obligations Collateral subject to such Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations ABL Facility Security Document or Senior Obligations First-Lien Security Document, Document or the validity, attachment, perfection or priority of any Senior LienLien under the ABL Facility Security Documents or the First-Lien Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Secured Obligations Collateral subject to such Junior Lien by any holders of the Applicable Senior Obligations secured by such Collateral Agent or any Senior Collateral Agent Secured Obligations Secured Parties or any Senior Representative acting on their behalfbehalf (or their respective representatives, including any receiver, receiver and manager, delegate or agent they may appoint), (iv) it shall have no right to to (A) direct the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of Senior Secured Obligations (or their respective representatives, including any receiver, receiver and manager, delegate or agent they may appoint) to exercise any right, remedy or power with respect to the any Senior Secured Obligations Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party (or their respective representatives, including any receiver, receiver and manager, delegate or agent they may appoint) of any right, remedy or power with respect to the Collateral subject to any Junior LienSenior Secured Obligations Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, injunction, directions, instructions or otherwise with respect to, and neither none of the Applicable Senior Collateral Agent, any Senior Collateral Agent nor Representative or any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Agent, such Senior Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior LienCollateral, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Senior Secured Obligations Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the ABL Facility Collateral Agent, the other ABL Facility Secured Parties, the First-Lien Collateral Agent or the other First-Lien Secured Parties to enforce this Agreement. (b) The Each Junior Collateral Agent Agent, each Junior Representative and each other Junior Secured Obligations Secured Party hereby agrees that that, if it shall obtain possession or control of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Senior Secured Obligations Collateral, whether pursuant to any Junior Obligations ABL Facility Security Document or First-Lien Security Document or by the exercise of any rights available to it under any applicable law or in any bankruptcy, receivership, insolvency or similar process or proceeding or otherwisethrough any other exercise of rights or remedies, at any time prior to the Discharge of the Senior Secured Obligations, then it shall hold such Senior Secured Obligations Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Senior Secured Obligations Collateral, proceeds or payment, as the case may be, to the applicable Applicable Senior Collateral Agent reasonably promptly after obtaining actual knowledge, or notice from the Applicable Senior Collateral Agent, that it is in possession or control of such Senior Secured Obligations Collateral, proceeds or payment. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Applicable Senior Collateral Agent any payment received by it and then in its possession or under its control in respect of any Senior Secured Obligations Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn over any Senior Secured Obligations Collateral subject to any such Senior Lien then held by it over to the applicable Applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in full of the Senior Secured Obligations. (c) Prior to the Discharge of Senior Secured Obligations, if any Junior Secured Obligations Secured Party holds any Lien on any assets of the Company or any other Grantor securing any Junior Claims that are intended to secure the Senior Claims pursuant to the Senior Secured Obligations Collateral Documents but are not already subject to a senior Lien in favor of the Senior Secured Obligations Secured Parties, such Junior Secured Obligations Secured Party, upon demand by any Senior Secured Obligations Secured Party, will assign such Lien to the applicable Senior Representative, as security for such Senior Secured Obligations (in which case the Junior Secured Obligations Secured Parties may retain a junior Lien on such assets subject to the terms hereof).

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will shall not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Junior Lien or any part thereofSenior Lien, (ii) it will shall not challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will shall not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder hinder, delay or delayprohibit, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency suit or other proceeding Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge or question the validity or enforceability of any provision of this Agreement. (b) The Subject to Section 2.04(d) below, the Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidation Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the associated Discharge of Senior Secured Debt Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative reasonably promptly after obtaining actual knowledge or receiving notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments as the case may be. Each Junior Secured Obligations Secured Party agrees that if, at any time, it obtains actual knowledge or receives notice that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in full of the Senior Secured Obligations. Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior Secured Obligations Collateral realized in a transaction not prohibited by the Senior Documents, the Junior Documents and this Agreement and as to which the possession or receipt thereof by the Junior Representative or other Junior Secured Obligations Secured Party is otherwise permitted by the Senior Documents, the Junior Documents and this Agreement. (c) Neither the Noteholder Collateral Trustee nor the ABL Collateral Agent shall commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Senior Secured Obligations Collateral consisting of indebtedness of Holdings or any of its subsidiaries that is owing to Holdings or any Grantor until (x) in the case of any such enforcement action desired to be taken by the Noteholder Collateral Trustee, the Noteholder Collateral Trustee (as directed by the Indenture Priority Lien Secured Parties and the Additional Priority Lien Secured Parties, if any) has designated in writing to the ABL Collateral Agent that portion of indebtedness from Foreign Subsidiaries owed to Holdings or any Grantor, in an aggregate principal amount not to exceed $30,000,000, that shall constitute Noteholder First Lien Collateral and (y) in the case of any such enforcement action desired to be taken by the ABL Collateral Agent, the ABL Collateral Agent has notified the Noteholder Collateral Trustee in writing that it desires to take such an action and the Noteholder Collateral Trustee (as directed by the Indenture Priority Lien Secured Parties and the Additional Priority Lien Secured Parties, if any) has designated in writing to the ABL Collateral Agent that portion of indebtedness from Foreign Subsidiaries owed to Holdings or any Grantor, in an aggregate principal amount not to exceed $30,000,000, that shall constitute Noteholder First Lien Collateral; provided that if the Noteholder Collateral Trustee fails to make such designation within 120 days of such written notice by the ABL Collateral Agent, the ABL Collateral Agent shall have the right to designate that portion of indebtedness from Foreign Subsidiaries owed to Holdings or any Grantor, in an aggregate principal amount equal to $30,000,000, that shall constitute Noteholder First Lien Collateral (that portion of the indebtedness from Foreign Subsidiaries owed to Holdings or any Grantor, in an aggregate principal amount not to exceed $30,000,000, designated as Noteholder First Lien Collateral by the Noteholder Collateral Trustee or the ABL Collateral Agent pursuant to this Section 2.04(c) being the “Designated Noteholder First Lien Collateral”). For the avoidance of doubt, (i) any designation by the Noteholder Collateral Trustee or the ABL Collateral Agent pursuant to this Section 2.04(c) shall be considered final and binding, (ii) neither the ABL Collateral Agent nor any ABL Secured Party shall have any right to take any such enforcement action against any Designated Noteholder First Lien Collateral until the Discharge of Senior Priority Lien Obligations and (iii) neither the Noteholder Collateral Trustee nor any Priority Lien Secured Party shall have any right to take any such enforcement action against any Collateral consisting of indebtedness of Holdings or any of its subsidiaries that is owing to Holdings or any Grantor that is not Designated Noteholder First Lien Collateral until the Discharge of ABL Debt Obligations.

No Interference; Payment Over; Reinstatement. (a) Each At any time when any Senior Secured Obligations secured by Senior Collateral shall be outstanding or any commitments to extend credit that would constitute Senior Secured Obligations secured by a Senior Lien shall be in effect, each respective Junior Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any respective Junior Lien pari passu with, or to give such Junior Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any such Senior Secured Obligations or Senior Obligations Security Document, or the validity, attachment, perfection or priority of any such Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to contest, interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such Junior Lien by any holders of such Senior Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any such Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any such Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any such Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Obligations Collateral subject to any such Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent and each other Junior Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Obligations Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwise, at any time prior to the Discharge of Senior Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Agent. Each Junior Obligations Secured Party agrees that if, at any time, all or part of any payment with respect to any Senior Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent any payment received by it in respect of any Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of Senior Obligations.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalfbehalf in an enforcement action, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency suit or other proceeding Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidation Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the associated Discharge of Senior ObligationsSecured Debt Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative reasonably promptly after obtaining actual knowledge or notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, at any time, it obtains actual knowledge or receives notice that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received by it and then in its possession or under its direct or indirect control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations. All Junior Liens will remain attached to and enforceable against all proceeds so held or remitted. Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior ObligationsSecured Obligations Collateral realized in a transaction not prohibited by the Senior Documents and as to which the possession or receipt thereof by the Junior Representative or other Junior Secured Obligations Secured Party is otherwise permitted by the Senior Documents.

No Interference; Payment Over; Reinstatement. (a) i. Each Junior Secured Obligations Secured Party Party, each Junior Representative and each Junior Collateral Agent agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien Claim pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien Claim with respect to the Senior Secured Obligations Collateral subject to such Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations or Senior Obligations Foreign Collateral Document, Notes Security Document, or LC Security Document or the extent, validity, attachment, perfection perfection, priority, or priority enforceability of any Senior LienLien under the Foreign Collateral Documents, Notes Security Documents or the LC Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Secured Obligations Collateral subject to such Junior Lien by any holders of the Applicable Senior Obligations secured by such Collateral Agent or any Senior Collateral Agent Secured Obligations Secured Parties or any Senior Representative acting on their behalfbehalf (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint), including with respect to the Foreign Collateral by the Foreign Collateral Agent following the instructions of a Controlling Party, (iv) it shall have no right to (A) direct the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of Senior Secured Obligations (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint) to exercise any right, remedy or power with respect to the any Senior Secured Obligations Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint) of any right, remedy or power with respect to the Collateral subject to any Junior LienSenior Secured Obligations Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or other proceeding Liquidation Proceeding any claim against the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, injunction, directions, instructions or otherwise with respect to, and neither none of the Applicable Senior Collateral Agent, any Senior Collateral Agent nor Representative or any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Agent, such Senior Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior LienCollateral, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral, Foreign Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Senior Secured Obligations Collateral or Foreign Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agents, or the Secured Parties to enforce this Agreement. (b) The ii. Each Junior Collateral Agent Agent, each Junior Representative and each other Junior Secured Obligations Secured Party hereby agrees that that, if it shall obtain possession or control of any Senior Secured Obligations Collateral, or shall realize receive any proceeds Proceeds or payment in respect of any such Senior Secured Obligations Collateral, whether pursuant to any Junior Obligations Notes Security Document or LC Security Document or by the exercise of any rights available to it under any applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidation Proceeding or otherwisethrough any other exercise of rights or remedies, at any time prior to the Discharge of the Senior Secured Obligations, then it shall hold such Collateral, Senior Secured Obligations Collateral proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Senior Secured Obligations Collateral, proceeds or payment, as the case may be, to the applicable Applicable Senior Collateral Agent reasonably promptly after obtaining actual knowledge, or notice from the Applicable Senior Collateral Agent, that it is in possession or control of such Senior Secured Obligations Collateral, proceeds or payment. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Applicable Senior Collateral Agent any payment received by it and then in its possession or under its control in respect of any Senior Secured Obligations Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn over any Senior Secured Obligations Collateral subject to any such Senior Lien then held by it over to the applicable Applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in full of the Senior Secured Obligations. iii. Prior to the Discharge of Senior Secured Obligations, if any Junior Secured Obligations Secured Party holds any Lien on any assets of the Parent or any other Grantor securing any Junior Claims that are intended to secure the Senior Claims pursuant to the Senior Secured Obligations Collateral Documents but are not already subject to a senior Lien in favor of the Senior Secured Obligations Secured Parties, such Junior Secured Obligations Secured Party, upon demand by any Senior Secured Obligations Secured Party, will assign such Lien to the applicable Senior Representative, at the sole cost and expense of the Grantors, as security for such Senior Secured Obligations (in which case the Junior Secured Obligations Secured Parties may retain a junior Lien on such assets subject to the terms hereof).

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party Party, each Junior Representative and each Junior Collateral Agent agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien Claim pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien Claim with respect to the Senior Secured Obligations Collateral subject to such Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations ABL Facility Security Document or Senior Obligations First-Lien Security Document, Document or the validity, attachment, perfection or priority of any Senior LienLien under the ABL Facility Security Documents or the First-Lien Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Secured Obligations Collateral subject to such Junior Lien by any holders of the Applicable Senior Obligations secured by such Collateral Agent or any Senior Collateral Agent Secured Obligations Secured Parties or any Senior Representative acting on their behalfbehalf (or their respective representatives, including any receiver, receiver and manager, delegate or agent they may appoint), (iv) it shall have no right to (A) direct the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of Senior Secured Obligations (or their respective representatives, including any receiver, receiver and manager, delegate or agent they may appoint) to exercise any right, remedy or power with respect to the any Senior Secured Obligations Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party (or their respective representatives, including any receiver, receiver and manager, delegate or agent they may appoint) of any right, remedy or power with respect to the Collateral subject to any Junior LienSenior Secured Obligations Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, injunction, directions, instructions or otherwise with respect to, and neither none of the Applicable Senior Collateral Agent, any Senior Collateral Agent nor Representative or any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Agent, such Senior Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior LienCollateral, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Senior Secured Obligations Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the ABL Facility Collateral Agent, the other ABL Facility Secured Parties, the First-Lien Collateral Agent or the other First-Lien Secured Parties to enforce this Agreement. (b) The Each Junior Collateral Agent Agent, each Junior Representative and each other Junior Secured Obligations Secured Party hereby agrees that that, if it shall obtain possession or control of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Senior Secured Obligations Collateral, whether pursuant to any Junior Obligations ABL Facility Security Document or First-Lien Security Document or by the exercise of any rights available to it under any applicable law or in any bankruptcy, receivership, insolvency or similar process or proceeding or otherwisethrough any other exercise of rights or remedies, at any time prior to the Discharge of the Senior Secured Obligations, then it shall hold such Senior Secured Obligations Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Senior Secured Obligations Collateral, proceeds or payment, as the case may be, to the applicable Applicable Senior Collateral Agent reasonably promptly after obtaining actual knowledge, or notice from the Applicable Senior Collateral Agent, that it is in possession or control of such Senior Secured Obligations Collateral, proceeds or payment. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Applicable Senior Collateral Agent any payment received by it and then in its possession or under its control in respect of any Senior Secured Obligations Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn over any Senior Secured Obligations Collateral subject to any such Senior Lien then held by it over to the applicable Applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in full of the Senior Secured Obligations. (c) Prior to the Discharge of Senior Secured Obligations, if any Junior Secured Obligations Secured Party holds any Lien on any assets of the Company or any other Grantor securing any Junior Claims that are intended to secure the Senior Claims pursuant to the Senior Secured Obligations Collateral Documents but are not already subject to a senior Lien in favor of the Senior Secured Obligations Secured Parties, such Junior Secured Obligations Secured Party, upon demand by any Senior Secured Obligations Secured Party, will assign such Lien to the applicable Senior Representative, as security for such Senior Secured Obligations (in which case the Junior Secured Obligations Secured Parties may retain a junior Lien on such assets subject to the terms hereof).

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency suit or other proceeding Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable to any Junior Secured Obligations Secured Party for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Party hereby agrees that until the associated Discharge of Senior Secured Debt Obligations, if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to remedies taken under any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidation Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the associated Discharge of Senior ObligationsSecured Debt Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative reasonably promptly after obtaining actual knowledge or notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, at any time, it obtains actual knowledge or receives notice that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations. All Junior Liens will remain attached to and enforceable against all proceeds so held or remitted. Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior ObligationsSecured Obligations Collateral realized in a transaction not prohibited by the Senior Documents and as to which the possession or receipt thereof by the Junior Representative or other Junior Secured Obligations Secured Party is otherwise permitted by the Senior Documents.

No Interference; Payment Over; Reinstatement. (a) Each Junior Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations or Senior Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such Junior Lien by any holders of Senior Obligations secured by such Collateral or any Senior Collateral Agent acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent or any holder of Senior Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent or any holder of Senior Obligations of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior Collateral Agent or any holder of Senior Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent nor any holder of Senior Obligations shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent or any such holder of Senior Obligations with respect to any Collateral securing such Senior Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Each Junior Collateral Agent and each other Junior Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Obligations Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwise, at any time prior to the Discharge of Senior Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Agent. Each Junior Obligations Secured Party agrees that if, at any time, all or part of any payment with respect to any Senior Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent any payment received by it in respect of any Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of Senior Obligations.

No Interference; Payment Over; Reinstatement. (a) Each Junior of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations Secured Party Parties agrees that (i) it will not take or cause to be taken any action action, the purpose or effect of which is, or could be, to make any Junior Second-Priority Lien Obligations secured by the Common Collateral pari passu with, or to give such Junior Second-Priority Lien Obligations Secured Party any preference or priority relative to, any Senior First-Priority Lien Obligations with respect to the Collateral subject to such Junior securing the First-Priority Lien Obligations or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations RBL Facility Security Document or Senior Other First-Priority Lien Obligations Security Document, Document or the validity, attachment, perfection or priority of any Senior LienLien under the RBL Facility Security Documents or Other First-Priority Lien Obligations Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Common Collateral subject to such Junior by the Applicable First Lien by Agent, any holders of Senior First-Priority Lien Obligations secured by such Collateral Representative or any Senior Collateral Agent acting on their behalfother First-Priority Lien Obligations Secured Party, (iv) it shall not have no any right to (A) direct the Applicable First Lien Agent, any Senior Collateral Agent First-Priority Lien Obligations Representative or any holder of Senior other First-Priority Lien Obligations Secured Party to exercise any right, remedy or power with respect to the any Common Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable First Lien Agent, any Senior Collateral Agent First-Priority Lien Obligations Representative or any holder of Senior other First-Priority Lien Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior LienCommon Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable First Lien Agent, any Senior Collateral Agent First-Priority Lien Obligations Representative or any holder of Senior other First-Priority Lien Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither none of the Applicable First Lien Agent, any Senior Collateral Agent nor First-Priority Lien Obligations Representative or any holder of Senior other First-Priority Lien Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior the Applicable First Agent, any Collateral Agent Agent, any First-Priority Lien Obligations Representative or any such holder of Senior other First-Priority Lien Obligations Secured Party with respect to any Collateral securing such Senior Obligations that is subject to any Junior LienCommon Collateral, (vi) it will not seek, and hereby waives any right, to have any Senior Obligations Common Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Notes Facility Agent, any other Notes Facility Secured Party, the RBL Facility Agent, any other RBL Facility Secured Party, any Other First-Priority Lien Obligations Agent, any other Other First-Priority Lien Obligations Secured Parties, any Other Second-Priority Lien Obligations Agent, or any other Other Second-Priority Lien Obligations Secured Parties to enforce this Agreement in accordance with its terms. (b) The Junior Collateral Agent Each of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and each other Junior Second-Priority Lien Obligations Secured Party Parties hereby agrees that if it shall obtain possession of any Senior Obligations Collateral, Common Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Notes Facility Security Document, Other Second-Priority Lien Obligations Security Document or by the exercise of any rights available to it or any of them under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidating Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the Discharge of Senior the First-Priority Lien Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior First-Priority Lien Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Applicable First Lien Agent reasonably promptly after obtaining actual knowledge (or notice from the Applicable First Lien Agent) that it is in possession of such Collateral, proceeds or payment. Each Junior of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations Secured Party Parties agrees that ifthat, if at any time, time it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior First-Priority Lien Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party it shall promptly pay over to the applicable Senior Collateral Applicable First Lien Agent any payment received by it and then in its possession or under its control in respect of any Common Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn over any Common Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Applicable First Lien Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of Senior Obligationsthe First-Priority Lien Obligations has occurred.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose purpose, or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency suit or other proceeding Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Each Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Se-cured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidation Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the associated Discharge of Senior ObligationsSecured Debt Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative reasonably promptly after obtaining actual knowledge or notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, at any time, it obtains actual knowledge or receives notice that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations. All Junior Liens will remain attached to and enforceable against all proceeds so held or remitted. Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior ObligationsSecured Obligations Collateral realized in a transaction not, prohibited by the Senior Documents and as to which the possession or receipt thereof by the Junior Representative or other Junior Secured Obligations Secured Party is otherwise permitted by the Senior Documents.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereofthereof (except in each case, as provided in Section 7.01 with respect to the Tranche 2 Sub-Facility Obligations), (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency suit or other proceeding Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidation Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the Discharge of Senior the Secured Debt Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative reasonably promptly after obtaining actual knowledge or notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations. Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior ObligationsSecured Obligations Collateral realized in a transaction not prohibited by the Senior Documents and as to which the possession or receipt thereof by the Junior Representative or other Junior Secured Obligations Secured Party is otherwise permitted by the Senior Documents.

No Interference; Payment Over; Reinstatement. (a) Each Junior Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations or Senior Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such Junior Lien by any holders of Senior Obligations secured by such Collateral or any Senior Collateral Agent acting on their behalf; provided that nothing in this clause shall prevent any Junior Obligations Secured Party from objecting to or otherwise opposing any sale, transfer or other disposition of Collateral submitted to a bankruptcy court for approval in a case under the Bankruptcy Code in which the debtor is a Grantor, (iv) it shall have no right to (A) direct any Senior Collateral Agent or any holder of Senior Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent or any holder of Senior Obligations of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior Collateral Agent or any holder of Senior Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent nor any holder of Senior Obligations shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent or any such holder of Senior Obligations with respect to any Collateral securing such Senior Obligations that is subject to any Junior Lien; provided that nothing in this clause shall prevent any Junior Obligations Secured Party from asserting or seeking to enforce any provision of this Agreement, (vi) it will not seek, and hereby waives any right, to have any Senior Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Each Junior Collateral Agent and each other Junior Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Obligations Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwise, at any time prior when any Senior Obligations secured or intended to the Discharge of be secured by such Collateral shall remain outstanding or any commitment to extend credit that would constitute Senior ObligationsObligations secured or intended to be secured by such Senior Lien shall remain in effect, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Agent (it being agreed that if there is more than one applicable Senior Obligations Collateral Agent, such Collateral, proceeds or payment shall be distributed in accordance with the relative priorities of the Liens of such Senior Collateral Agents on the relevant Collateral, proceeds or payment). Each Junior Obligations Secured Party agrees that if, at any time, all or part of any payment with respect to any Senior Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent any payment received by it in respect of any Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the applicable Senior Obligations.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not knowingly take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or any other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwisethrough any other exercise of remedies, at any time prior when any Senior Secured Obligations secured or intended to the Discharge of be secured by such Collateral shall remain outstanding or any commitment to extend credit that would constitute Senior ObligationsSecured Obligations secured or intended to be secured by such Senior Lien shall remain in effect, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative reasonably promptly after obtaining actual knowledge or notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations. All Junior Liens will remain attached to and enforceable against all proceeds so held or remitted. Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior ObligationsSecured Obligations Collateral realized in a transaction not prohibited by the Senior Documents and as to which the possession or receipt thereof by the Junior Representative or other Junior Secured Obligations Secured Party is otherwise permitted by the Senior Documents.

No Interference; Payment Over; Reinstatement. (a) Each At any time when any Senior Secured Obligations secured by Senior Collateral shall be outstanding or any commitments to extend credit that would constitute Senior Secured Obligations secured by a Senior Lien shall be in effect, each respective Junior Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any respective Junior Lien pari passu with, or to give such Junior Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any such Senior Secured Obligations or Senior Obligations Security Document, or the validity, attachment, perfection or priority of any such Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to contest, interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such Junior Lien by any holders of such Senior Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any such Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any such Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any such Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Obligations Collateral subject to any such Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Each Junior Collateral Agent Representative and each other Junior Obligations Secured Party hereby agrees that if it shall obtain possession of any respective Senior Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwisethrough any other exercise of remedies, at any time prior when any Senior Secured Obligations secured or intended to the Discharge of be secured by such Collateral shall remain outstanding or any commitment to extend credit that would constitute Senior ObligationsSecured Obligations secured or intended to be secured by such Senior Lien shall remain in effect, then it shall hold such Collateral, proceeds or payment in trust or as agent, as the case may be, for the applicable Senior Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative promptly after obtaining actual knowledge or notice from the applicable Senior Secured Parties that it has possession of such Senior Collateral Agentor proceeds or payments in respect thereof. Each Junior Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any respective Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received and then held by it in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of such Senior Secured Obligations.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not itself take or cause to be taken any action the purpose purpose, or effect of which is, or could be, to make any Junior Lien pari passu rank equal with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not itself challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not interfereitself take or cause to be taken any action the purpose or intent of which is, or could be, to interfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not itself institute any suit or assert in any suit, bankruptcy, insolvency suit or other proceeding Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Each Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidation Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the associated Discharge of Senior ObligationsSecured Debt Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative reasonably promptly after receiving written notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives written notice from the Senior Secured Obligations Secured Party that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations. All Junior Liens will remain attached to, and enforceable against, all proceeds so held or remitted. Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior ObligationsSecured Obligations Collateral realized in a transaction not prohibited by the Senior Documents and as to which the possession or receipt thereof by the Junior Representative or other Junior Secured Obligations Secured Party is otherwise permitted by the Senior Documents.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency suit or other proceeding Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable to any Junior Secured Obligations Secured Party for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it vii)it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent and each other Junior Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Obligations Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwise, at any time prior to the Discharge of Senior Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Agent. Each Junior Obligations Secured Party agrees that if, at any time, all or part of any payment with respect to any Senior Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent any payment received by it in respect of any Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of Senior Obligations.

No Interference; Payment Over; Reinstatement. (a) Each of the Applicable Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Party Parties agrees that (i) it will not take or cause to be taken any action action, the purpose or effect of which is, or could be, to make any Junior Lien Claim pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien Claim with respect to the Collateral subject to such Junior Lien securing the Senior Claims or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations or Senior Obligations RBL Facility Security Document, Term Facility Security Document, Senior Secured Notes Security Document, Other First-Priority Lien Obligations Security Document or Other Second-Priority Lien Obligations Security Document or the validity, attachment, perfection or priority of any Lien under the RBL Facility Security Documents, the Term Facility Security Documents, the Senior LienSecured Notes Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Secured Obligations Collateral subject to such Junior Lien by the Applicable Agent, any holders of Senior Obligations secured by such Collateral Representative or any other Senior Collateral Agent acting on their behalfSecured Obligations Secured Party, (iv) it shall not have no any right to (A) direct the Applicable Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party to exercise any right, remedy or power with respect to the any Senior Secured Obligations Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior LienSenior Secured Obligations Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither none of the Applicable Agent, any Senior Collateral Agent nor Representative or any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such the Applicable Agent, any Collateral Agent, any Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior LienCollateral, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent and each other Junior Obligations Secured Party hereby agrees ; provided that if it shall obtain possession of any Senior Obligations Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwise, at any time prior to the Discharge of Senior Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Agent. Each Junior Obligations Secured Party agrees that if, at any time, all or part of any payment with respect to any Senior Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent any payment received by it in respect of any Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Agent, and the provisions set forth nothing in this Agreement shall be reinstated as if such payment had not been madeconstrued to prevent or impair the rights of any of the Term Facility Agent, until any other Term Facility Secured Party, the Discharge of RBL Facility Agent, any other RBL Facility Secured Party, the Senior ObligationsSecured Notes Collateral Agent, any other Senior Secured Notes Secured Parties, any Other First-Priority Lien Obligations Agent, any other Other First-Priority Lien Obligations Secured Parties, any Other Second-Priority Lien Obligations Agent, or any other Other Second-Priority Lien Obligations Secured Parties to enforce this Agreement in accordance with its terms.

No Interference; Payment Over; Reinstatement. (a) Each Junior Obligations Secured Party Party, Junior Representative and Junior Collateral Agent agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien Claim pari passu with, or to give such Junior Obligations Secured Party any preference or priority relative to, any Senior Lien Claim with respect to the Collateral subject to such Junior Lien securing the Senior Claims or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations ABL Facility Collateral Document or Senior Obligations Security Document, Non-ABL Collateral Document or the validity, attachment, perfection or priority of any Senior LienLien under the ABL Facility Collateral Documents or the Non-ABL Collateral Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Collateral subject to such Junior Lien by any holders of the Applicable Senior Obligations secured by such Collateral Agent or any Senior Collateral Agent Secured Parties or any Senior Representative acting on their behalf, (iv) it shall have no right to (A) direct the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of Senior Obligations to exercise any right, remedy or power with respect to the any Senior Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior LienSenior Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither none of the Applicable Senior Collateral Agent, any Senior Collateral Agent nor Representative or any holder of other Senior Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Collateral Agent, such Senior Collateral Agent Representative or any such holder of other Senior Obligations Secured Party with respect to any Collateral securing such Senior Obligations that is subject to any Junior LienCollateral, (vi) it will not seek, and hereby waives any right, to have any Senior Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the ABL Facility Agent, any ABL Facility Secured Party, the Intercreditor Agent or any other Non-ABL Secured Party to enforce this Agreement. (b) The Each Junior Representative, each Junior Collateral Agent and each other Junior Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Security ABL Facility Collateral Document or Non-ABL Collateral Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwisethrough any other exercise of remedies, at any time prior to the Discharge of the Senior Obligations, then it shall hold such Collateral, proceeds or payment (whether or not expressly characterized as such) in trust for the applicable Senior Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Applicable Senior Collateral Agent reasonably promptly after obtaining actual knowledge, or notice from the Applicable Senior Collateral Agent, that it is in possession of such Collateral, proceeds or payment. Each Junior Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party shall promptly pay over to the applicable Applicable Senior Collateral Agent any payment received by it and then in its possession or under its control in respect of any Senior Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn over any Senior Collateral subject to any such Senior Lien then held by it over to the applicable Applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Obligations.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency suit or other proceeding Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable to any Junior Secured Obligations Secured Party for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Party hereby agrees that until the associated Discharge of Senior Secured Debt Obligations, if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to remedies taken under any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidation Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the associated Discharge of Senior ObligationsSecured Debt Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Designated Senior Representative reasonably promptly after obtaining actual knowledge or notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, at any time, it obtains actual knowledge or receives notice that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Designated Senior Collateral Agent Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Designated Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations. All Junior Liens will remain attached to and enforceable against all proceeds so held or remitted. Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior ObligationsSecured Obligations Collateral realized in a transaction not prohibited by the Senior Documents and as to which the possession or receipt thereof by the Junior Representative or other Junior Secured Obligations Secured Party is otherwise permitted by the Senior Documents.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose purpose, or effect of which is, or could be, to make any Junior Lien pari passu rank equal with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Secured Debt Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Debt Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency suit or other proceeding Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Debt Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The In connection with any enforcement action with respect to the Senior Secured Obligations Collateral or any Insolvency or Liquidation Proceeding with respect to any Grantor, all proceeds of Senior Secured Obligations Collateral will first be applied to the repayment in full of all outstanding Senior Secured Debt Obligations before being applied to any outstanding Junior Secured Obliga- tions. If any Junior Secured Obligations Secured Party receives any proceeds of Senior Secured Obligations Collateral Agent in contravention of the foregoing, such proceeds will be turned over to the applicable Senior Representative. Each Junior Representative and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidation Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the associated Discharge of Senior ObligationsSecured Debt Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative reasonably promptly after obtaining actual knowledge or notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, at any time, it obtains actual knowledge or receives notice that all or part of any payment with respect to any Senior Secured Debt Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Debt Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of Senior Secured Debt Obligations in respect of such Senior Secured Debt Obligations. All Junior Liens will remain attached to and enforceable against all proceeds so held or remitted (subject to the relative priorities set forth in this Agreement). Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior Secured Obligations Collateral realized in a transaction not prohibited by the Senior Documents and as to which the possession or receipt thereof by a Junior Representative or other Junior Secured Obligations Secured Party is otherwise permitted by the Senior Documents.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party Party, each Junior Representative and each Junior Collateral Agent agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien Claim pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien Claim with respect to the Senior Secured Obligations Collateral subject to such Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations or Senior Obligations Foreign Collateral Document, Notes Security Document, or LC Security Document or the extent, validity, attachment, perfection perfection, priority, or priority enforceability of any Senior LienLien under the Foreign Collateral Documents, Notes Security Documents or the LC Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Secured Obligations Collateral subject to such Junior Lien by any holders of the Applicable Senior Obligations secured by such Collateral Agent or any Senior Collateral Agent Secured Obligations Secured Parties or any Senior Representative acting on their behalfbehalf (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint), including with respect to the Foreign Collateral by the Foreign Collateral Agent following the instructions of a Controlling Party, (iv) it shall have no right to (A) direct the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of Senior Secured Obligations (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint) to exercise any right, remedy or power with respect to the any Senior Secured Obligations Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint) of any right, remedy or power with respect to the Collateral subject to any Junior LienSenior Secured Obligations Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or other proceeding Liquidation Proceeding any claim against the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, injunction, directions, instructions or otherwise with respect to, and neither none of the Applicable Senior Collateral Agent, any Senior Collateral Agent nor Representative or any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Agent, such Senior Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior LienCollateral, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral, Foreign Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Senior Secured Obligations Collateral or Foreign Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Collateral Agents, or the Secured Parties to enforce this Agreement. (b) The Each Junior Collateral Agent Agent, each Junior Representative and each other Junior Secured Obligations Secured Party hereby agrees that that, if it shall obtain possession or control of any Senior Secured Obligations Collateral, or shall realize receive any proceeds Proceeds or payment in respect of any such Senior Secured Obligations Collateral, whether pursuant to any Junior Obligations Notes Security Document or LC Security Document or by the exercise of any rights available to it under any applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidation Proceeding or otherwisethrough any other exercise of rights or remedies, at any time prior to the Discharge of the Senior Secured Obligations, then it shall hold such Collateral, Senior Secured Obligations Collateral proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Senior Secured Obligations Collateral, proceeds or payment, as the case may be, to the applicable Applicable Senior Collateral Agent reasonably promptly after obtaining actual knowledge, or notice from the Applicable Senior Collateral Agent, that it is in possession or control of such Senior Secured Obligations Collateral, proceeds or payment. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Applicable Senior Collateral Agent any payment received by it and then in its possession or under its control in respect of any Senior Secured Obligations Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn over any Senior Secured Obligations Collateral subject to any such Senior Lien then held by it over to the applicable Applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in full of the Senior Secured Obligations. (c) Prior to the Discharge of Senior Secured Obligations, if any Junior Secured Obligations Secured Party holds any Lien on any assets of the Parent or any other Grantor securing any Junior Claims that are intended to secure the Senior Claims pursuant to the Senior Secured Obligations Collateral Documents but are not already subject to a senior Lien in favor of the Senior Secured Obligations Secured Parties, such Junior Secured Obligations Secured Party, upon demand by any Senior Secured Obligations Secured Party, will assign such Lien to the applicable Senior Representative, at the sole cost and expense of the Grantors, as security for such Senior Secured Obligations (in which case the Junior Secured Obligations Secured Parties may retain a junior Lien on such assets subject to the terms hereof).

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party Party, each Junior Representative and each Junior Collateral Agent agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien Claim pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien Claim with respect to the Senior Secured Obligations Collateral subject to such Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations ABL Facility Security Document or Senior Obligations First-Lien Security Document, Document or the validity, attachment, perfection or priority of any Senior LienLien under the ABL Facility Security Documents or the First-Lien Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Secured Obligations Collateral subject to such Junior Lien by any holders of the Applicable Senior Obligations secured by such Collateral Agent or any Senior Collateral Agent Secured Obligations Secured Parties or any Senior Representative acting on their behalfbehalf (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint), (iv) it shall have no right to (A) direct the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of Senior Secured Obligations (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint) to exercise any right, remedy or power with respect to the any Senior Secured Obligations Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party (or their respective representatives, including any receiver, receiver and manager, interim receiver, administrator, delegate or agent they may appoint) of any right, remedy or power with respect to the Collateral subject to any Junior LienSenior Secured Obligations Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency insolvency, reorganization, arrangement or other proceeding any claim against the Applicable Senior Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, injunction, directions, instructions or otherwise with respect to, and neither none of the Applicable Senior Collateral Agent, any Senior Collateral Agent nor Representative or any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Agent, such Senior Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior LienCollateral, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Senior Secured Obligations Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the ABL Facility Collateral Agent, the other ABL Facility Secured Parties, the Applicable First-Lien Agent or the other First-Lien Secured Parties to enforce this Agreement. (b) The Each Junior Collateral Agent Agent, each Junior Representative and each other Junior Secured Obligations Secured Party hereby agrees that that, if it shall obtain possession or control of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Senior Secured Obligations Collateral, whether pursuant to any Junior Obligations ABL Facility Security Document or First-Lien Security Document or by the exercise of any rights available to it under any applicable law or in any bankruptcy, insolvency receivership, insolvency, reorganization, arrangement or similar process or proceeding or otherwisethrough any other exercise of rights or remedies, at any time prior to the Discharge of the Senior Secured Obligations, then it shall hold such Senior Secured Obligations Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Senior Secured Obligations Collateral, proceeds or payment, as the case may be, to the applicable Applicable Senior Collateral Agent reasonably promptly after obtaining actual knowledge, or notice from the Applicable Senior Collateral Agent, that it is in possession or control of such Senior Secured Obligations Collateral, proceeds or payment. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Applicable Senior Collateral Agent any payment received by it and then in its possession or under its control in respect of any Senior Secured Obligations Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn over any Senior Secured Obligations Collateral subject to any such Senior Lien then held by it over to the applicable Applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the payment and satisfaction in full of the Senior Secured Obligations. (c) Prior to the Discharge of Senior Secured Obligations, if any Junior Secured Obligations Secured Party holds any Lien on any assets of the U.S. Borrower or any other Grantor securing any Junior Claims that are intended to secure the Senior Claims pursuant to the Senior Secured Obligations Collateral Documents but are not already subject to a senior Lien in favor of the Senior Secured Obligations Secured Parties, such Junior Secured Obligations Secured Party, upon demand by any Senior Secured Obligations Secured Party, will assign such Lien to the applicable Senior Representative, as security for such Senior Secured Obligations (in which case the Junior Secured Obligations Secured Parties may retain a junior Lien on such assets subject to the terms hereof).

No Interference; Payment Over; Reinstatement. (a) Each Junior of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and other Second-Priority Lien Obligations Secured Party Parties agrees that (i) it will not take or cause to be taken any action action, the purpose or effect of which is, or could be, to make any Junior Second-Priority Lien Obligations secured by the Common Collateral pari passu with, or to give such Junior Second-Priority Lien Obligations Secured Party any preference or priority relative to, any Senior First- Priority Lien Obligations with respect to the Collateral subject to such Junior securing the First-Priority Lien Obligations or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations RBL Facility Security Document or Senior Other First-Priority Lien Obligations Security Document, Document or the validity, attachment, perfection or priority of any Senior LienLien under the RBL Facility Security Documents or Other First-Priority Lien Obligations Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Common Collateral subject to such Junior by the Applicable First Lien by Agent, any holders of Senior First-Priority Lien Obligations secured by such Collateral Representative or any Senior Collateral Agent acting on their behalfother First-Priority Lien Obligations Secured Party, (iv) it shall not have no any right to (A) direct the Applicable First Lien Agent, any Senior Collateral Agent First-Priority Lien Obligations Representative or any holder of Senior other First-Priority Lien Obligations Secured Party to exercise any right, remedy or power with respect to the any Common Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable First Lien Agent, any Senior Collateral Agent First-Priority Lien Obligations Representative or any holder of Senior other First-Priority Lien Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior LienCommon Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable First Lien Agent, any Senior Collateral Agent First-Priority Lien Obligations Representative or any holder of Senior other First-Priority Lien Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither none of the Applicable First Lien Agent, any Senior Collateral Agent nor First-Priority Lien Obligations Representative or any holder of Senior other First-Priority Lien Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior the Applicable First Agent, any Collateral Agent Agent, any First-Priority Lien Obligations Representative or any such holder of Senior other First-Priority Lien Obligations Secured Party with respect to any Collateral securing such Senior Obligations that is subject to any Junior LienCommon Collateral, (vi) it will not seek, and hereby waives any right, to have any Senior Obligations Common Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Notes Facility Agent, any other Notes Facility Secured Party, the RBL Facility Agent, any other RBL Facility Secured Party, any Other First-Priority Lien Obligations Agent, any other Other First-Priority Lien Obligations Secured Parties, any Other Second-Priority Lien Obligations Agent, or any other Other Second-Priority Lien Obligations Secured Parties to enforce this Agreement in accordance with its terms. (b) The Junior Collateral Agent Each of the Applicable Second Lien Agent, Second-Priority Lien Obligations Representatives and each other Junior Second-Priority Lien Obligations Secured Party Parties hereby agrees that if it shall obtain possession of any Senior Obligations Collateral, Common Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Notes Facility Security Document, Other Second-Priority Lien Obligations Security Document or by the exercise of any rights available to it or any of them under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidating Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the Discharge of Senior the First-Priority Lien Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior First-Priority Lien Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Applicable First Lien Agent reasonably promptly after obtaining actual knowledge (or notice from the Applicable First Lien Agent) that it is in possession of such Collateral, proceeds or payment. Each Junior Obligations Secured Party agrees that if, at any time, all or part of any payment with respect to any Senior Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent any payment received by it in respect of any Collateral subject to any Senior Applicable Second Lien securing such Senior Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of Senior Obligations.,

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party Party, Junior Representative and Junior Collateral Agent agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien Claim pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien Claim with respect to the Collateral subject to such Junior Lien securing the Senior Claims or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations or Senior Obligations ABL Facility Security Document, Senior Secured Note Security Document or Other Senior Secured Lien Obligations Security Document or the validity, attachment, perfection or priority of any Lien under the ABL Facility Security Documents, the Senior LienSecured Note Security Documents or Other Senior Secured Lien Obligations Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Secured Obligations Collateral subject to such Junior Lien by any holders of Senior Obligations secured by such the Applicable Collateral Agent or any Senior Collateral Agent Secured Obligations Secured Parties or any Senior Representative acting on their behalf, (iv) it shall have no right to (A) direct the Applicable Collateral Agent, any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the any Senior Secured Obligations Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior LienSenior Secured Obligations Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Collateral Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither none of the Applicable Collateral Agent, any Senior Collateral Agent nor Representative or any holder of other Senior Secured Obligations Secured Party shall be liable to any Junior Secured Obligations Secured Party, Junior Representative or Junior Collateral Agent for, any action taken or omitted to be taken by such Applicable Collateral Agent, such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior LienCollateral, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any of the ABL Facility Collateral Agent, any ABL Facility Secured Party, the Senior Secured Notes Collateral Agent, the Senior Secured Note Secured Parties, any Other Senior Secured Lien Obligations Collateral Agent or any Other Senior Secured Lien Obligations Secured Parties to enforce this Agreement. (b) The Each Junior Representative, each Junior Collateral Agent and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior ABL Facility Security Document, Senior Secured Note Security Document or Other Senior Secured Lien Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwisethrough any other exercise of remedies, at any time prior to the Discharge of the Senior Secured Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Applicable Collateral Agent reasonably promptly after obtaining actual knowledge, or notice from the Applicable Collateral Agent, that it is in possession of such Collateral, proceeds or payment. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Applicable Collateral Agent any payment received by it and then in its possession or under its control in respect of any Senior Secured Obligations Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn over any Senior Secured Obligations Collateral subject to any such Senior Lien then held by it over to the applicable Senior Applicable Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose purpose, or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency suit or other proceeding Insolvency or Liquidation Proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Each Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidation Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the associated Discharge of Senior ObligationsSecured Debt Obligations secured, or intended to be secured, by such Collateral, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative reasonably promptly after obtaining actual knowledge or notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, at any time, it obtains actual knowledge or receives notice that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations. All Junior Liens will remain attached to and enforceable against all proceeds so held or remitted. Anything contained herein to the contrary notwithstanding, this Section 2.04(b) shall not apply to any proceeds of Senior ObligationsSecured Obligations Collateral realized in a transaction not, prohibited by the Senior Documents and as to which the possession or receipt thereof by the Junior Representative or other Junior Secured Obligations Secured Party is otherwise permitted by the Senior Documents.

No Interference; Payment Over; Reinstatement. (a) Each Junior Secured Obligations Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Lien pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien with respect to the Collateral subject to such Senior Lien and Junior Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Secured Obligations or Senior Secured Obligations Security Document, or the validity, attachment, perfection or priority of any Senior Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such any Junior Lien by any holders of Senior Secured Obligations Secured Parties secured by Senior Liens on such Collateral or any Senior Collateral Agent Representative acting on their behalf, (iv) it shall have no right to (A) direct any Senior Collateral Agent Representative or any holder of Senior Secured Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Lien or (B) consent to the exercise by any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior Collateral Agent Representative nor any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior Lien, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Collateral Agent Representative and each other Junior Secured Obligations Secured Party hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Secured Obligations Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwisethrough any other exercise of remedies, at any time prior when any Senior Secured Obligations secured or intended to the Discharge of be secured by such Collateral shall remain outstanding or any commitment to extend credit that would constitute Senior ObligationsSecured Obligations secured or intended to be secured by such Senior Lien shall remain in effect, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Representative reasonably promptly after obtaining actual knowledge or notice from the Senior Secured Obligations Secured Parties that it has possession of such Senior Secured Obligations Collateral Agentor proceeds or payments in respect thereof. Each Junior Secured Obligations Secured Party agrees that if, at any time, it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Secured Obligations Secured Party shall promptly pay over to the applicable Senior Collateral Agent Representative any payment received by it and then in its possession or under its control in respect of any Collateral subject to any Senior Lien securing such Senior Secured Obligations and shall promptly turn any Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral AgentRepresentative, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of the Senior Secured Obligations.

No Interference; Payment Over; Reinstatement. (a) Each Junior Obligations Second Lien Secured Party agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Second Lien pari passu with, or to give such Junior Obligations Second Lien Secured Party any preference or priority relative to, any Senior First Lien with respect to the Collateral subject to such Junior Second Lien or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior First Lien Obligations or Senior Obligations First Lien Security Document, or the validity, attachment, perfection or priority of any Senior First Lien, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Collateral subject to such Junior Second Lien by any holders of Senior First Lien Obligations secured by such Collateral or any Senior the First Lien Collateral Agent acting on their behalf; provided that nothing in this clause shall prevent any Second Lien Secured Party from objecting to or otherwise opposing any sale, transfer or other disposition of Collateral submitted to a bankruptcy court for approval in a case under the Bankruptcy Code in which the debtor is a Grantor, (iv) it shall have no right to (A) direct any Senior the First Lien Collateral Agent or any holder of Senior First Lien Obligations to exercise any right, remedy or power with respect to the Collateral subject to any Junior Second Lien or (B) consent to the exercise by any Senior the First Lien Collateral Agent or any holder of Senior First Lien Obligations of any right, remedy or power with respect to the Collateral subject to any Junior Second Lien, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior First Lien Collateral Agent or any holder of Senior First Lien Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither any Senior the First Lien Collateral Agent nor any holder of Senior First Lien Obligations shall be liable for, any action taken or omitted to be taken by such Senior the First Lien Collateral Agent or any such holder of Senior First Lien Obligations with respect to any Collateral securing such Senior First Lien Obligations that is subject to any Junior Second Lien; provided that nothing in this clause shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of this Agreement, (vi) it will not seek, and hereby waives any right, to have any Senior First Lien Obligations Collateral subject to any Junior Second Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement. (b) The Junior Second Lien Collateral Agent and each other Junior Obligations Second Lien Secured Party hereby agrees that if it shall obtain possession of any Senior First Lien Obligations Collateral, or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior Obligations Second Lien Security Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or otherwise, or shall receive any First Lien Obligations Collateral or proceeds of First Lien Obligations Collateral, or any payment on account thereof, under the Lien Subordination and Intercreditor Agreement or any other agreement subordinating any Liens on the First Lien Obligations Collateral to the Second Liens, at any time prior when any First Lien Obligations secured or intended to the Discharge of Senior Obligationsbe secured by such Collateral shall remain outstanding or any commitment to extend credit that would constitute First Lien Obligations secured or intended to be secured by any First Lien shall remain in effect, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Obligations First Lien Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior First Lien Collateral Agent. Each Junior Obligations Second Lien Secured Party agrees that if, at any time, all or part of any payment with respect to any Senior the First Lien Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Second Lien Secured Party shall promptly pay over to the applicable Senior First Lien Collateral Agent any payment (including any payment received from any party under the Lien Subordination and Intercreditor Agreement or any other agreement subordinating any Liens on the First Lien Obligations Collateral to the Second Liens) received by it in respect of any First Lien Obligations Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn any First Lien Obligations Collateral subject to any such Senior Lien then held by it over to the applicable Senior First Lien Collateral Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge payment and satisfaction in full of Senior the First Lien Obligations.

No Interference; Payment Over; Reinstatement. (a) Each of the Applicable Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Party Parties agrees that (i) it will not take or cause to be taken any action action, the purpose or effect of which is, or could be, to make any Junior Lien Claim pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Lien Claim with respect to the Collateral subject to such Junior Lien securing the Senior Claims or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any Senior Obligations or Senior Obligations RBL Facility Security Document, Term Facility Security Document, Senior Secured Notes Security Document, Other First-Priority Lien Obligations Security Document or Other Second-Priority Lien Obligations Security Document or the validity, attachment, perfection or priority of any Lien under the RBL Facility Security Documents, the Term Facility Security Documents, the Senior LienSecured Notes Security Documents, Other First-Priority Lien Obligations Security Documents or Other Second-Priority Lien Obligations Security Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Senior Secured Obligations Collateral subject to such Junior Lien by the Applicable Agent, any holders of Senior Obligations secured by such Collateral Representative or any other Senior Collateral Agent acting on their behalfSecured Obligations Secured Party, (iv) it shall not have no any right to (A) direct the Applicable Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party to exercise any right, remedy or power with respect to the any Senior Secured Obligations Collateral subject to any Junior Lien or (B) consent to the exercise by the Applicable Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party of any right, remedy or power with respect to the Collateral subject to any Junior LienSenior Secured Obligations Collateral, (v) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Agent, any Senior Collateral Agent Representative or any holder of other Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither none of the Applicable Agent, any Senior Collateral Agent nor Representative or any holder of other Senior Secured Obligations Secured Party shall be liable for, any action taken or omitted to be taken by such the Applicable Agent, any Collateral Agent, any Senior Collateral Agent Representative or any such holder of other Senior Secured Obligations Secured Party with respect to any Collateral securing such Senior Secured Obligations that is subject to any Junior LienCollateral, (vi) it will not seek, and hereby waives any right, to have any Senior Secured Obligations Collateral subject to any Junior Lien or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Term Facility Agent, any other Term Facility Secured Party, the RBL Facility Agent, any other RBL Facility Secured Party, the Senior Secured Notes Collateral Agent, any other Senior Secured Notes Secured Parties, any Other First-Priority Lien Obligations Agent, any other Other First-Priority Lien Obligations Secured Parties, any Other Second-Priority Lien Obligations Agent, or any other Other Second-Priority Lien Obligations Secured Parties to enforce this Agreement in accordance with its terms. (b) The Each of the Applicable Junior Collateral Agent Agent, Junior Representatives and each other Junior Secured Obligations Secured Party Parties hereby agrees that if it shall obtain possession of any Senior Secured Obligations Collateral, Collateral or shall realize any proceeds or payment in respect of any such Collateral, whether pursuant to any Junior RBL Facility Security Document, Term Facility Security Document, Senior Secured Note Security Document, Other First-Priority Lien Obligations Security Document, Other Second-Priority Lien Obligations Security Document or by the exercise of any rights available to it or any of them under applicable law or in any bankruptcy, insolvency Insolvency or similar proceeding Liquidating Proceeding or otherwisethrough any other exercise of remedies, at any time prior to the Discharge of the Senior Secured Obligations, then it shall hold such Collateral, proceeds or payment in trust for the applicable Senior Secured Obligations Secured Parties and transfer such Collateral, proceeds or payment, as the case may be, to the applicable Senior Collateral Applicable Agent reasonably promptly after obtaining actual knowledge (or notice from the Applicable Agent) that it is in possession of such Collateral, proceeds or payment. Each of the Applicable Junior Agent, Junior Representatives and other Junior Secured Obligations Secured Party Parties agrees that ifthat, if at any time, time it receives notice or obtains actual knowledge that all or part of any payment with respect to any Senior Secured Obligations previously made shall be rescinded for any reason whatsoever, such Junior Obligations Secured Party it shall promptly pay over to the applicable Senior Collateral Applicable Agent any payment received by it and then in its possession or under its control in respect of any Senior Secured Obligations Collateral subject to any Senior Lien securing such Senior Obligations and shall promptly turn over any Senior Secured Obligations Collateral subject to any such Senior Lien then held by it over to the applicable Senior Collateral Applicable Agent, and the provisions set forth in this Agreement shall be reinstated as if such payment had not been made, until the Discharge of the Senior ObligationsSecured Obligations has occurred.