Common use of No Other Restrictions Clause in Contracts

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a), Section 2.2(a), Section 2.3, Section 3.5 and Article 6 of this Agreement and subject to the First Lien Intercreditor Agreement, the New First Lien Collateral Agent and each New First Lien Secured Party may exercise rights and remedies as an unsecured creditor against the Company or any Subsidiary that has guaranteed the New First Lien Obligations in accordance with the terms of the New First Lien Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral Agent or any New First Lien Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent or any New First Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateral.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each Term Secured Party and each ABL Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, Section 2.3including the right to the Exercise of Secured Creditor Remedies; provided, Section 3.5 and Article 6 however, that the Exercise of this Agreement and Secured Creditor Remedies with respect to the Collateral shall be subject to the First Lien Intercreditor Priority and to the provisions of this Agreement. The ABL Agent may enforce the provisions of the ABL Documents, the New First Lien Collateral Agent Term Agents may enforce the provisions of the relevant Term Documents and each New First Lien may Exercise Any Secured Party Creditor Remedies, all in such order and in such manner as each may determine in the exercise rights and remedies as an unsecured creditor against the Company or any Subsidiary that has guaranteed the New First Lien Obligations in accordance of its sole discretion, consistent with the terms of this Agreement, any intercreditor agreement between the New First Lien Term Agents and mandatory provisions of applicable law; provided, however, that the ABL Agent agrees to provide to the Controlling Term Agent, and the Controlling Term Agent agrees to provide the ABL Agent, (x) an Enforcement Notice prior to the commencement of an Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Credit Party; provided, further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6 hereof) or any such copies to any of the Term Agents shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and applicable lawthe Controlling Term Agent’s failure to provide the Enforcement Notice or any such copies to the ABL Agent shall not impair any Term Agent’s rights hereunder or under any of the Term Documents. Nothing Each of the Term Agents, each Term Secured Party, the ABL Agent and each ABL Secured Party agrees that it will not institute any suit or other proceeding or assert in this Agreement shall prohibit any suit, Insolvency Proceeding or other proceeding any claim, in the receipt by case of each Term Agent and each Term Secured Party, against either the New First Lien Collateral ABL Agent or any New First Lien other ABL Secured Party Party, and in the case of the required payments of interest ABL Agent and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral each other ABL Secured Party, against any Term Agent or any New First Lien other Term Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor Party, seeking damages from or other secured creditor in respect relief by way of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations specific performance, instructions or otherwise, with respect to any action taken or omitted to be taken by such judgment or other lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have Person with respect to the Receivables Collateral. FurthermoreCollateral which is consistent with the terms of this Agreement, subject and none of such Parties shall be liable for any such action taken or omitted to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateralbe taken.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each of the Shared Collateral Agents, Section 2.3each Shared Collateral Secured Party, Section 3.5 the ABL Agent and Article 6 each ABL Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABLShared Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and, 4.1, 7.3 and 7.4 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents may enforce the provisions of the Shared Collateral Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject mandatory provisions of applicable law; provided, however, that (i) prior to the First Lien Intercreditor AgreementDischarge of ABL Obligations and solely in the case of an Exercise of Secured Creditor Remedies with respect to any ABL Collateral, the New First Lien ABL Agent, and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree to provide to the other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies with respect to the ABL Collateral and (y) copies of any notices that it is required under applicable law to deliver to any Loan Party; provided, further, however, that the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ rights hereunder or under any of the Shared Collateral Documents and (ii) prior to the Discharge of Shared Collateral Obligations and solely in the case of an Exercise of Secured Creditor Remedies with respect to any Canadian Pledge Collateral, the Shared Collateral Agents, and in the event of an ABL Enforcement Date, the ABL Agent, agree to provide to the other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies with respect to the Canadian Pledge Collateral and (y) copies of any notices that it is required under applicable law to deliver to any Loan Party; provided, further, however, that any Shared Collateral Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of such Shared Collateral Agent’s rights hereunder or under any of the Shared Collateral Documents and the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents. Each of the Shared Collateral Agents, each Shared Collateral Secured Party, the ABL Agent and each New First Lien ABL Secured Party may exercise rights and remedies as an unsecured creditor against the Company agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or any Subsidiary that has guaranteed other claim, in the New First Lien Obligations case of the Shared Collateral Agents and each Shared Collateral Secured Party, against either the ABL Agent or any other ABL Secured Party, and in accordance the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents or any other Shared Collateral Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the ABLShared Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such action taken or omitted to be taken, or (ii) it will not be a petitioning creditor or otherwise assist in the New First Lien Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral Agent or any New First Lien Secured Party filing of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent or any New First Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any an involuntary Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateral.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each of the First Lien Notes Agent, Section 2.3each First Lien Notes Secured Party, Section 3.5 each Future Notes Indebtedness Secured Party, the ABL Agent and Article 6 each ABL Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. None of the First Lien Notes Agent, any First Lien Notes Secured Party, any Future Notes Indebtedness Secured Party, the ABL Agent or any ABL Secured Party waives any claim it may have on grounds of commercial reasonableness. The ABL Agent may enforce the provisions of the ABL Documents, the First Lien Notes Agent may enforce the provisions of the applicable First Lien Notes Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject mandatory provisions of applicable law; provided, however, that each of the ABL Agent and the First Lien Notes Agent agrees to provide to the other copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided further, however, that the ABL Agent’s failure to provide any such copies to the First Lien Intercreditor AgreementNotes Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the First Lien Notes Agent’s failure to provide any such copies to the ABL Agent shall not impair any of such First Lien Notes Agent’s rights hereunder or under any of the applicable First Lien Notes Documents. Each of the First Lien Notes Agent, each First Lien Notes Secured Party, each Future Notes Indebtedness Secured Party, the New First Lien Collateral ABL Agent and each New ABL Secured Party agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the First Lien Notes Agent, each First Lien Notes Secured Party, and each Future Notes Indebtedness Secured Party may exercise rights and remedies as an unsecured creditor against either the Company ABL Agent or any Subsidiary that has guaranteed other ABL Secured Party, and in the New case of the ABL Agent and each other ABL Secured Party, against either the First Lien Obligations in accordance Notes Agent or any other First Lien Notes Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of the New First Lien Documents this Agreement, and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral Agent or any New First Lien Secured Party none of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent or any New First Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations or otherwise, such judgment or other lien Parties shall be subordinated liable for any such action taken or omitted to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateralbe taken.

No Other Restrictions. (i) Except as otherwise expressly set forth in Section 2.1(athis Agreement, each of the ABL Agent, the ABL Lenders, each Cash Flow Collateral Agent and each Cash Flow Collateral Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), Section 2.2(a)provided, Section however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3, Section 3.5 2.4 and Article 6 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) may enforce the provisions of its respective Cash Flow Collateral Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject to mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the First Lien Intercreditor AgreementSecured Parties represented thereby); provided, however, that each of the New First Lien Collateral ABL Agent and each New First Lien Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) agrees to provide to each other such Party copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided, further, however, that any failure by the ABL Agent to provide any such copies to any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and any failure by any Cash Flow Collateral Agent to provide any such copies to any other such Party shall not impair any of such Cash Flow Collateral Agent’s rights hereunder or under any of its respective Cash Flow Collateral Documents. (ii) Each of the ABL Agent and the ABL Lenders agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party may exercise rights and remedies as an unsecured creditor against represented thereby seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Company or any Subsidiary Collateral that has guaranteed the New First Lien Obligations in accordance is consistent with the terms of this Agreement, and none of such Persons shall be liable for any such action taken or omitted to be taken. (iii) Each Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) and the New First Lien Documents Cash Flow Collateral Secured Parties represented thereby agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the ABL Agent or any other ABL Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral that is consistent with the terms of this Agreement, and applicable law. Nothing none of such Persons shall be liable for any such action taken or omitted to be taken. (iv) Each Cash Flow Collateral Agent (including in this Agreement shall prohibit its capacity as Cash Flow Collateral Representative, if applicable) and the receipt by the New First Lien Cash Flow Collateral Secured Parties represented thereby agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any other Cash Flow Collateral Agent or any New First Lien Cash Flow Collateral Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent or any New First Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor represented thereby seeking damages from or other secured creditor in respect relief by way of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such judgment or other lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have Person with respect to the Receivables Collateral. FurthermoreCollateral that is consistent with the terms of this Agreement, subject and none of such Persons shall be liable for any such action taken or omitted to Section 3.3 hereofbe taken (except as may be separately otherwise agreed in writing by, for and solely as between or among, any two or more Cash Flow Collateral Agents, each on behalf of itself and the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Cash Flow Collateral Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common CollateralParties represented thereby).

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each Senior Lien Secured Party shall have the exclusive right to enforce any and all rights and exercise remedies with respect to the Collateral as it may have as a creditor under applicable law, Section 2.3including the right to the Exercise of Secured Creditor Remedies, Section 3.5 in each case without any consultation with or the consent of the Junior Lien Agent or any other Junior Lien Secured Party; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the provisions of this Agreement. The Senior Lien Agent may enforce the provisions of the Senior Lien Documents and Article 6 may Exercise Any Secured Creditor Remedies, all in such order and in such manner as it may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject mandatory provisions of applicable law, and such enforcement and exercise shall include the rights of an agent appointed by the Senior Lien Agent to dispose of Collateral upon foreclosure, to incur expenses in connection with any such disposition and to exercise all the First rights and remedies of a secured creditor under the Uniform Commercial Code, any Debtor Relief Law, any relevant Security Document or any other applicable law. Each of the Junior Lien Intercreditor Agreement, the New First Lien Collateral Agent and each New First Junior Lien Secured Party may exercise rights and remedies as an unsecured creditor agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against either the Company or any Subsidiary that has guaranteed the New First Senior Lien Obligations in accordance with the terms of the New First Lien Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral Agent or any New First other Senior Lien Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent or any New First Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor seeking damages from or other secured creditor in respect relief by way of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations specific performance, instructions or otherwise, with respect to any action taken or omitted to be taken by such judgment or other lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have Person with respect to the Receivables CollateralCollateral that is permitted by (or not otherwise prohibited by) the terms of this Agreement, and none of such Persons shall be liable for any such action taken or omitted to be taken. Furthermore, subject to Section 3.3 hereof, for Each of the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Senior Lien Agent and each Senior Lien Secured Party may have (secured agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against either the Junior Lien Agent or any other Junior Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to any action taken or omitted to be taken by such Person with respect to the Collateral that is permitted by (or not otherwise prohibited by) in the terms of this Agreement, and none of such Persons shall be liable for any property such action taken or asset of any Grantor that does not constitute Common Collateralomitted to be taken.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each Term Secured Party and each ABL Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, Section 2.3including the right to the Exercise of Secured Creditor Remedies; provided, Section 3.5 however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and Article 6 to the provisions of this Agreement. The ABL Agent may enforce the provisions of the ABL Documents, the Term Agent may enforce the provisions of the Term Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject mandatory provisions of applicable law; provided, however, that each of the ABL Agent and the Term Agent agrees to provide to the First Lien Intercreditor Agreementother (x) an Enforcement Notice prior to the commencement of an Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Credit Party; provided further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6) or any such copies to the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Term Agent’s failure to provide the Enforcement Notice or any such copies to the ABL Agent shall not impair any of the Term Agent’s rights hereunder or under any of the Term Documents. Each of the Term Agent, each Term Secured Party, the New First Lien Collateral ABL Agent and each New First Lien ABL Secured Party may exercise rights agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and remedies as an unsecured creditor each Term Secured Party, against either the Company ABL Agent or any Subsidiary that has guaranteed other ABL Secured Party, and in the New First Lien Obligations in accordance case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of the New First Lien Documents this Agreement, and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral Agent or any New First Lien Secured Party none of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent or any New First Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations or otherwise, such judgment or other lien Parties shall be subordinated liable for any such action taken or omitted to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateralbe taken.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each Second Lien Secured Party and each ABL Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, Section 2.3including the right to the Exercise of Secured Creditor Remedies; provided, Section 3.5 however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the provisions of this Agreement. The ABL Agents may enforce the provisions of the ABL Documents, the Second Lien Agent may enforce the provisions of the Second Lien Documents and Article 6 each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject mandatory provisions of applicable law; provided, however, that each of the ABL Agents and the Second Lien Agent agrees to provide to the First other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided further, however, that the ABL Agents’ failure to provide any such copies to the Second Lien Intercreditor AgreementAgent (but not the Enforcement Notice) shall not impair any of the ABL Agents’ rights hereunder or under any of the ABL Documents and the Second Lien Agent’s failure to provide any such copies to the ABL Agents (but not the Enforcement Notice) shall not impair any of the Second Lien Agent’s rights hereunder or under any of the Second Lien Documents. Each of the Second Lien Agent (on behalf of itself and the Second Lien Secured Parties) and the ABL Agents (on behalf of themselves and the ABL Secured Parties) agree (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the New First case of the Second Lien Collateral Agent and each New First Second Lien Secured Party may exercise rights and remedies as an unsecured creditor Party, against either the Company ABL Agents or any Subsidiary that has guaranteed other ABL Secured Party, and in the New First case of the ABL Agents and each other ABL Secured Party, against either the Second Lien Obligations in accordance Agent or any other Second Lien Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such action taken or omitted to be taken, or (ii) it will not be a petitioning creditor or otherwise assist in the New First Lien Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral Agent or any New First Lien Secured Party filing of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent or any New First Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any an involuntary Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateral.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each Term Secured Party and each ABL Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, Section 2.3including the right to the Exercise of Secured Creditor Remedies; provided, Section 3.5 however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and Article 6 to the provisions of this Agreement. The ABL Agent may enforce the provisions of the ABL Documents, the Term Agent may enforce the provisions of the Term Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject mandatory provisions of applicable law; provided, however, that each of the ABL Agent and the Term Agent agrees to provide to the First Lien Intercreditor Agreementother (x) an Enforcement Notice prior to the commencement of an Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Credit Party; provided further, however, that the ABL Agent’s failure to provide the Enforcement Notice (other than in connection with Section 3.6) or any such copies to the Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Term Agent’s failure to provide the Enforcement Notice or any such copies to the ABL Agent shall not impair any of the Term Agent’s rights hereunder or under any of the Term Documents. Each of the Term Agent, each Term Secured Party, the New First Lien Collateral ABL Agent and each New First Lien ABL Secured Party may exercise rights agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and remedies as an unsecured creditor each Term Secured Party, against either the Company ABL Agent or any Subsidiary that has guaranteed other ABL Secured Party, and in the New First Lien Obligations in accordance case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of the New First Lien Documents this Agreement, and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral Agent or any New First Lien Secured Party none of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent or any New First Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations or otherwise, such judgment or other lien Parties shall be subordinated liable for any such action taken or omitted to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this be taken. 20 Form of J. Crew Intercreditor Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateral.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a), Section 2.2(a), Section 2.3, Section 3.5 and Article 6 of this Agreement and subject to the First Lien Intercreditor Agreement, the New First Lien CF Collateral Agent and each New First Lien CF Secured Party may exercise rights and remedies as an unsecured creditor and as a secured creditor with respect to the Non-Intercreditor Collateral against the Company or any Subsidiary that has guaranteed the New First Lien CF Obligations in accordance with the terms of the New First Lien applicable CF Documents and applicable lawlaws. Nothing in this Agreement shall prohibit the receipt by the New First Lien CF Collateral Agent or any New First Lien CF Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien CF Collateral Agent or any New First Lien CF Secured Party of rights or remedies as a secured creditor in respect of Common Intercreditor Collateral or enforcement in contravention of this Agreement of any Lien on the Intercreditor Collateral in respect of New First Lien CF Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien CF Collateral Agent or any New First Lien CF Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Intercreditor Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien CF Obligations or otherwise, such judgment or other lien Lien on Intercreditor Collateral shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien CF Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Intercreditor Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien CF Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Intercreditor Collateral.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a), Section 2.2(a), Section 2.3, Section 3.5 and Article 6 of this Agreement and subject to the First Lien Intercreditor Agreement, the New First Lien CF Collateral Agent and each New First Lien CF Secured Party may exercise rights and remedies as an unsecured creditor and as a secured creditor with respect to the Non-Intercreditor Collateral against the Company or any Subsidiary that has guaranteed the New First Lien CF Obligations in accordance with the terms of the New First Lien applicable CF Documents and applicable lawlaws. Nothing in this Agreement shall prohibit the receipt by the New First Lien CF Collateral Agent or any New First Lien CF Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien CF Collateral Agent or any New First Lien CF Secured Party of rights or remedies as a secured creditor in respect of Common Intercreditor Collateral or enforcement in contravention of this Agreement of any Lien on the Intercreditor Collateral in respect of New First Lien CF Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien CF Collateral Agent or any New First Lien CF Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Intercreditor Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien CF Obligations or otherwise, such judgment or other lien Lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien CF Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Intercreditor Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien CF Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Intercreditor Collateral.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each Senior Lien Secured Party shall have the exclusive right to enforce any and all rights and exercise remedies with respect to the Collateral as it may have as a creditor under applicable law, Section 2.3including the right to the Exercise of Secured Creditor Remedies, Section 3.5 in each case without any consultation with or the consent of the Junior Lien Agent or any other Junior Lien Secured Party; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the provisions of this Agreement. The Senior Lien Agent may enforce the provisions of the Senior Lien Documents and Article 6 may Exercise Any Secured Creditor Remedies, all in such order and in such manner as it may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject mandatory provisions of applicable law, and such enforcement and exercise shall include the rights of an agent appointed by the Senior Lien Agent to dispose of Collateral upon foreclosure, to incur expenses in connection with any such disposition and to exercise all the First Lien Intercreditor Agreementrights and remedies of a secured creditor under the Uniform Commercial Code, the New First PPSA, the Mortgages Act, any Debtor Relief Law, any relevant Security Document or any other applicable law. Each of the Junior Lien Collateral Agent and each New First Junior Lien Secured Party may exercise rights and remedies as an unsecured creditor agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding, Fraudulent Conveyance Proceeding or other proceeding any claim against either the Company or any Subsidiary that has guaranteed the New First Senior Lien Obligations in accordance with the terms of the New First Lien Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral Agent or any New First other Senior Lien Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent or any New First Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor seeking damages from or other secured creditor in respect relief by way of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations specific performance, instructions or otherwise, with respect to any action taken or omitted to be taken by such judgment or other lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have Person with respect to the Receivables CollateralCollateral that is permitted by (or not otherwise prohibited by) the terms of this Agreement, and none of such Persons shall be liable for any such action taken or omitted to be taken. Furthermore, subject to Section 3.3 hereof, for Each of the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Senior Lien Agent and each Senior Lien Secured Party may have (secured agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding, Fraudulent Conveyance Proceeding or other proceeding any claim against either the Junior Lien Agent or any other Junior Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to any action taken or omitted to be taken by such Person with respect to the Collateral that is permitted by (or not otherwise prohibited by) in the terms of this Agreement, and none of such Persons shall be liable for any property such action taken or asset of any Grantor that does not constitute Common Collateralomitted to be taken.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(athis Agreement, each Cash Flow Secured Party, each ABL Secured Party and each Junior Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies (except as may be separately otherwise agreed in writing by, and solely as between or among, any two or more Junior Agents, each on behalf of itself and the Junior Secured Parties represented thereby); provided, Section 2.2(a)however, Section 2.3that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement. The ABL Agent may enforce the provisions of the ABL Documents, Section 3.5 the Cash Flow Agent may enforce the provisions of the Cash Flow Documents, each Junior Agent may enforce the provisions of the applicable Junior Debt Documents and Article 6 each may engage in the Exercise of Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by, and solely as between or among, any two or more Junior Agents, each on behalf of itself and the Junior Secured Parties represented thereby); provided, however, that each of the ABL Agent and the Cash Flow Agent agrees to provide to the First Lien Intercreditor Agreementother (x) a written notice (an “Enforcement Notice”) prior to the commencement of an Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor promptly after delivery thereof; provided further, however, that the ABL Agent’s failure to provide any such copies to the Cash Flow Agent (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Cash Flow Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Cash Flow Agent’s rights hereunder or under any of the Cash Flow Documents. Each of the Cash Flow Agent, each Cash Flow Secured Party, the New First Lien Collateral ABL Agent and each New First Lien ABL Secured Party may exercise rights agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Cash Flow Agent and remedies as an unsecured creditor each Cash Flow Secured Party, against either the Company ABL Agent or any Subsidiary that has guaranteed other ABL Secured Party, and in the New First Lien Obligations in accordance case of the ABL Agent and each other ABL Secured Party, against either the Cash Flow Agent or any other Cash Flow Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such action taken or omitted to be taken, and (ii) it will not be a petitioning creditor or otherwise assist in the New First Lien Documents filing of an involuntary Insolvency Proceeding. Each Junior Agent and applicable law. Nothing each Junior Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in this Agreement shall prohibit the receipt by the New First Lien Collateral any suit, Insolvency Proceeding or other proceeding any claim against any Senior Agent or any New First Lien Senior Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent or any New First Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor seeking damages from or other secured creditor in respect relief by way of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such judgment or other lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have Person with respect to the Receivables Collateral. FurthermoreCollateral which is consistent with the terms of this Agreement, subject and none of such Senior Agents or Senior Secured Parties shall be liable for any such action taken or omitted to Section 3.3 hereofbe taken, for and (ii) it will not be a petitioning creditor or otherwise assist in the avoidance filing of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateralan involuntary Insolvency Proceeding.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each Term Secured Party and each ABL Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, Section 2.3including the right to the Exercise of Secured Creditor Remedies; provided, Section 3.5 however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the provisions of this Agreement. The ABL Agent may enforce the provisions of the ABL Documents, the Term Agent may enforce the provisions of the Term Documents and Article 6 each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject mandatory provisions of applicable law; provided, however, that each of the ABL Agent and the Term Agent agrees to provide to the First Lien Intercreditor Agreementother (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided further, however, that the New First Lien Collateral ABL Agent’s failure to provide any such copies to the Term Agent (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Term Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Term Agent’s rights hereunder or under any of the Term Documents. Each of the Term Agent (on behalf of itself and the Term Secured Parties) and the ABL Agent (on behalf of itself and the ABL Secured Parties) agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Agent and each New First Lien Term Secured Party may exercise rights and remedies as an unsecured creditor Party, against either the Company ABL Agent or any Subsidiary that has guaranteed other ABL Secured Party, and in the New First Lien Obligations in accordance case of the ABL Agent and each other ABL Secured Party, against either the Term Agent or any other Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such parties shall be liable for any such action taken or omitted to be taken, and (ii) it will not be a petitioning creditor or otherwise assist in the New First Lien Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral Agent or any New First Lien Secured Party filing of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent or any New First Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any an involuntary Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateral.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a), Section 2.2(a), Section 2.3, Section 3.5 and Article 6 of this Agreement and subject to the First Lien Intercreditor Agreement, the New First Lien Notes Collateral Agent and each New First Lien Notes Secured Party may exercise rights and remedies as an unsecured creditor and as a secured creditor with respect to the Non-Intercreditor Collateral against the Company or any Subsidiary that has guaranteed the New First Lien Notes Obligations in accordance with the terms of the New First Lien applicable Notes Documents and applicable lawlaws. Nothing in this Agreement shall prohibit the receipt by the New First Lien Notes Collateral Agent or any New First Lien Notes Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Notes Collateral Agent or any New First Lien Notes Secured Party of rights or remedies as a secured creditor in respect of Common Intercreditor Collateral or enforcement in contravention of this Agreement of any Lien on the Intercreditor Collateral in respect of New First Lien Notes Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Notes Collateral Agent or any New First Lien Notes Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Intercreditor Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Notes Obligations or otherwise, such judgment or other lien Lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Notes Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Intercreditor Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Notes Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Intercreditor Collateral.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each First Lien Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, Section 2.3including the right to the Exercise of Secured Creditor Remedies; provided, Section 3.5 however, that the Exercise of Secured Creditor Remedies against the Collateral shall be subject to the provisions of this Agreement. The First Lien Controlling Agent may enforce the provisions of the First Lien Documents and Article 6 may Exercise Any Secured Creditor Remedies, all in such order and in such manner as it may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject to the provisions of applicable law, and such enforcement and exercise shall include the rights of an agent appointed by the First Lien Intercreditor AgreementControlling Agent to dispose of Collateral upon foreclosure, to incur expenses in connection with any such disposition and to exercise all the New rights and remedies of a secured creditor under the Uniform Commercial Code or any Debtor Relief Law; provided, however, that the First Lien Collateral Controlling Agent and each New (or any other First Lien Secured Party may exercise rights exercising any right or remedy) agrees to provide to each Second Lien Agent (x) written notice prior to the commencement of an Exercise of Any Secured Creditor Remedies and remedies as an unsecured creditor against (y) copies of any notices that it is required under applicable law to deliver to any Credit Party; provided further, however, that the Company First Lien Controlling Agent’s failure to provide such written notice or any Subsidiary that has guaranteed such copies to each Second Lien Agent shall not impair any of the New First Lien Obligations in accordance with the terms Controlling Agent’s rights hereunder or under any of the New First Lien Documents Documents. Each Second Lien Agent and applicable law. Nothing each Second Lien Secured Party agrees that it will not institute any suit or other proceeding or assert in this Agreement shall prohibit any suit, Insolvency Proceeding or other proceeding any claim against either the receipt by the New First Lien Collateral Controlling Agent or any New other First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to any action taken or omitted to be taken by such Person against the Collateral which is permitted by (or not otherwise prohibited by) the terms of this Agreement, and none of such Persons shall be liable for any such action taken or omitted to be taken. Each of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent and the other First Lien Secured Parties agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Second Lien Agent or any New First other Second Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor seeking damages from or other secured creditor in respect relief by way of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations specific performance, instructions or otherwise, such judgment or other lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to any action taken or omitted to be taken by such Person against the Receivables Collateral. FurthermoreCollateral which is permitted by (or not otherwise prohibited by) the terms of this Agreement, subject and none of such Persons shall be liable for any such action taken or omitted to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateralbe taken.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a), Section 2.2(a), Section 2.3, Section 3.5 and Article 6 of this Agreement and subject to the First Lien Intercreditor Agreement, the New First each Subordinated Lien Collateral Agent and each New First Subordinated Lien Secured Party may exercise rights and remedies as an unsecured creditor against the Company or any Subsidiary that has guaranteed the New First applicable Subordinated Lien Obligations in accordance with the terms of the New First applicable Subordinated Lien Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Subordinated Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Subordinated Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Subordinated Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Subordinated Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateral.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a), Section 2.2(a), Section 2.3, Section 3.5 and Article 6 of this Agreement and subject to the First Lien Intercreditor Agreement, the New First Lien Collateral Agent each Junior Priority Representative and each New First Lien Secured Junior Priority Debt Party may exercise rights and remedies (i) as an unsecured creditor to the extent not inconsistent with this Agreement and (ii) as a secured creditor with respect to the Non-Intercreditor Collateral, in each case against the Company or any Subsidiary that has guaranteed the New First Lien any Junior Priority Debt Obligations in accordance with the terms of the New First Lien applicable Junior Priority Debt Documents and applicable lawlaws. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral Agent any Junior Priority Representative or any New First Lien of its Related Secured Party Parties of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent such Junior Priority Representative or any New First Lien of its Related Secured Party Parties of rights or remedies as a secured creditor in respect of Common Intercreditor Collateral or enforcement in contravention of this Agreement of any Lien on the Intercreditor Collateral in respect of New First Lien Junior Priority Debt Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent any Junior Priority Representative or any New First Lien of its Related Secured Party Parties becomes a judgment lien creditor or other secured creditor in respect of Common Intercreditor Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Junior Priority Debt Obligations or otherwise, such judgment or other lien Lien on Intercreditor Collateral shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens on Intercreditor Collateral securing the New First Lien Junior Priority Debt Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Intercreditor Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Junior Priority Debt Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Intercreditor Collateral.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each First Lien Secured Party shall have the exclusive right to enforce any and all rights and exercise remedies with respect to the Collateral as it may have as a creditor under applicable law, Section 2.3including the right to the Exercise of Secured Creditor Remedies, Section 3.5 in each case without any consultation with or the consent of the Second Lien Agent or any other Second Lien Secured Party; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the provisions of this Agreement. The First Lien Agent may enforce the provisions of the First Lien Documents and Article 6 may Exercise Any Secured Creditor Remedies, all in such order and in such manner as it may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject to mandatory provisions of applicable law, and such enforcement and exercise shall include the rights of an agent appointed by the First Lien Intercreditor AgreementAgent to dispose of Collateral upon foreclosure , to incur expenses in connection with any such disposition and to exercise all the New First rights and remedies of a secured creditor under the Uniform Commercial Code any relevant Security Document or any other applicable law. Each of the Second Lien Collateral Agent and each New Second Lien Secured Party agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against either the First Lien Agent or any other First Lien Secured Party may exercise rights and remedies as an unsecured creditor against seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to any action taken or omitted to be taken by such Person with respect to the Company Collateral that is permitted by (or any Subsidiary that has guaranteed the New First Lien Obligations in accordance with not otherwise prohibited by) the terms of this Agreement, and none of such Persons shall be liable for any such action taken or omitted to be taken. Each of the New First Lien Documents Agent and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral Agent or any New each First Lien Secured Party of agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against either the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Second Lien Collateral Agent or any New First other Second Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor seeking damages from or other secured creditor in respect relief by way of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations specific performance, instructions or otherwise, with respect to any action taken or omitted to be taken by such judgment or other lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have Person with respect to the Receivables Collateral. FurthermoreCollateral that is permitted by (or not otherwise prohibited by) the terms of this Agreement, subject and none of such Persons shall be liable for any such action taken or omitted to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateralbe taken.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a2.1 (a), Section 2.2(a), Section 2.3, Section 3.5 and Article 6 of this Agreement and subject to the First Lien Intercreditor Agreement, the New First Lien Notes Collateral Agent and each New First Lien Notes Secured Party may exercise rights and remedies as an unsecured creditor and as a secured creditor with respect to the Non-Intercreditor Collateral against the Company or any Subsidiary that has guaranteed the New First Lien Notes Obligations in accordance with the terms of the New First Lien applicable Notes Documents and applicable lawlaws. Nothing in this Agreement shall prohibit the receipt by the New First Lien Notes Collateral Agent or any New First Lien Notes Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Notes Collateral Agent or any New First Lien Notes Secured Party of rights or remedies as a secured creditor in respect of Common Intercreditor Collateral or enforcement in contravention of this Agreement of any Lien on the Intercreditor Collateral in respect of New First Lien Notes Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Notes Collateral Agent or any New First Lien Notes Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Intercreditor Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Notes Obligations or otherwise, such judgment or other lien Lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Notes Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Intercreditor Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Notes Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Intercreditor Collateral.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each of the Notes Agent, Section 2.3each Notes Secured Party, Section 3.5 the ABL Agent and Article 6 each ABL Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. None of the Notes Agent, any Notes Secured Party, the ABL Agent or any ABL Secured Party waives any claim it may have on grounds of commercial reasonableness. The ABL Agent may enforce the provisions of the ABL Documents, the Notes Agent may enforce the provisions of the applicable Notes Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject mandatory provisions of applicable law; provided, however, that each of the ABL Agent and the Notes Agent agrees to provide to the First Lien Intercreditor Agreementother copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided further, however, that the ABL Agent’s failure to provide any such copies to the Notes Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Notes Agent’s failure to provide any such copies to the ABL Agent shall not impair any of such Notes Agent’s rights hereunder or under any of the applicable Notes Documents. Each of the Notes Agent, each Notes Secured Party, the New First Lien Collateral ABL Agent and each New First Lien ABL Secured Party may exercise rights agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Notes Agent and remedies as an unsecured creditor each Notes Secured Party against either the Company ABL Agent or any Subsidiary that has guaranteed other ABL Secured Party, and in the New First Lien Obligations in accordance case of the ABL Agent and each other ABL Secured Party, against either the Notes Agent or any other Notes Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of the New First Lien Documents this Agreement, and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral Agent or any New First Lien Secured Party none of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent or any New First Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations or otherwise, such judgment or other lien Parties shall be subordinated liable for any such action taken or omitted to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateralbe taken.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each Notes Secured Party and each ABL Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, Section 2.3including the right to the Exercise of Secured Creditor Remedies; provided, Section 3.5 however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the provisions of this Agreement. The ABL Agent may enforce the provisions of the ABL Documents, and Article 6 the Notes Collateral Agent may enforce the provisions of the Notes Documents and each may Exercise of Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject mandatory provisions of applicable law; provided, however, that each of the ABL Agent and the Notes Collateral Agent agrees to provide to the First Lien Intercreditor Agreementother (x) an Enforcement Notice prior to the commencement of an Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided further, however, that the New First Lien ABL Agent’s failure to provide any such copies to the Notes Collateral Agent (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Notes Collateral Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Notes Collateral Agent’s rights hereunder or under any of the Notes Documents. Each of the Notes Collateral Agent (on behalf of itself and the Notes Secured Parties represented by it) and the ABL Agent (on behalf of itself and the ABL Secured Parties) agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Notes Collateral Agent and each New First Lien Notes Secured Party may exercise rights and remedies as an unsecured creditor Party, against either the Company ABL Agent or any Subsidiary that has guaranteed other ABL Secured Party, and in the New First Lien Obligations in accordance case of the ABL Agent and each other ABL Secured Party, against either the Notes Collateral Agent or any other Notes Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of the New First Lien Documents this Agreement, and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral Agent or any New First Lien Secured Party none of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent or any New First Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations or otherwise, such judgment or other lien parties shall be subordinated liable for any such action taken or omitted to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateralbe taken.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a), Section 2.2(a), Section 2.3, Section 3.5 and Article 6 of this Agreement and subject to the First Lien Intercreditor Agreement6, the New First each Subordinated Lien Collateral Agent and each New First Subordinated Lien Secured Party may exercise rights and remedies as an unsecured creditor against the Company or any Subsidiary that has guaranteed or is otherwise obligated in respect of the New First applicable Subordinated Lien Obligations in accordance with the terms of the New First applicable Subordinated Lien Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Subordinated Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First any Subordinated Lien Collateral Agent or any New First Subordinated Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Subordinated Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing ABL First Lien Obligations on the same basis as the other Liens securing the New First Subordinated Lien Obligations are so subordinated to such Liens securing ABL First Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL First Lien Collateral Agent or the ABL First Lien Secured Parties may have with respect to the Receivables Common Collateral. Furthermore, subject to Section 3.3 hereof3.3, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Subordinated Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateral.

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each of the First Lien Notes Agent, Section 2.3each First Lien Notes Secured Party, Section 3.5 each Future Notes Indebtedness Secured Party, the ABL Agent and Article 6 each ABL Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. None of the First Lien Notes Agent, any First Lien Notes Secured Party, any Future Notes Indebtedness Secured Party, the ABL Agent or any ABL Secured Party waives any claim it may have on grounds of commercial reasonableness. The ABL Agent may enforce the provisions of the ABL Documents, the First Lien Notes Agent may enforce the provisions of the applicable First Lien Notes Documents, and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject mandatory provisions of applicable law; provided, however, that each of the ABL Agent and the First Lien Notes Agent agrees to provide to the other copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided further, however, that the ABL Agent’s failure to provide any such copies to the First Lien Intercreditor AgreementNotes Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the First Lien Notes Agent’s failure to provide any such copies to the ABL Agent shall not impair any of such First Lien Notes Agent’s rights hereunder or under any of the applicable First Lien Notes Documents. Each of the First Lien Notes Agent, each First Lien Notes Secured Party, each Future Notes Indebtedness Secured Party, the New First Lien Collateral ABL Agent and each New ABL Secured Party agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the First Lien Notes Agent, each First Lien Notes Secured Party, and each Future Notes Indebtedness Secured Party may exercise rights and remedies as an unsecured creditor against either the Company or any Subsidiary that has guaranteed the New First Lien Obligations in accordance with the terms of the New First Lien Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral ABL Agent or any New other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the First Lien Secured Party of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Notes Agent or any New other First Lien Notes Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations or otherwiseParty, such judgment or other lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateral.seeking damages from or

No Other Restrictions. Except as otherwise expressly set forth in Section 2.1(a)this Agreement, Section 2.2(a)each of the Shared Collateral Agents, Section 2.3each Shared Collateral Secured Party, Section 3.5 the ABL Agent and Article 6 each ABL Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABLShared Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and, 4.1, 7.3 and 7.4 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents may enforce the provisions of the Shared Collateral Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and subject mandatory provisions of applicable law; provided, however, that (i) prior to the First Lien Intercreditor AgreementDischarge of ABL Obligations and solely in the case of an For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. Select as appropriate. Include bracketed language if there are either multiple Assignors or multiple Assignees. Exercise of Secured Creditor Remedies with respect to any ABL Collateral, the New First Lien ABL Agent, and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree to provide to the other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies with respect to the ABL Collateral and (y) copies of any notices that it is required under applicable law to deliver to any Loan Party; provided, further, however, that the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ rights hereunder or under any of the Shared Collateral Documents and (ii) prior to the Discharge of Shared Collateral Obligations and solely in the case of an Exercise of Secured Creditor Remedies with respect to any Canadian Pledge Collateral, the Shared Collateral Agents, and in the event of an ABL Enforcement Date, the ABL Agent, agree to provide to the other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies with respect to the Canadian Pledge Collateral and (y) copies of any notices that it is required under applicable law to deliver to any Loan Party; provided, further, however, that any Shared Collateral Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of such Shared Collateral Agent’s rights hereunder or under any of the Shared Collateral Documents and the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents (but not the Enforcement Notice) shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents. Each of the Shared Collateral Agents, each Shared Collateral Secured Party, the ABL Agent and each New First Lien ABL Secured Party may exercise rights and remedies as an unsecured creditor against the Company agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or any Subsidiary that has guaranteed other claim, in the New First Lien Obligations case of the Shared Collateral Agents and each Shared Collateral Secured Party, against either the ABL Agent or any other ABL Secured Party, and in accordance the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents or any other Shared Collateral Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the ABLShared Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such action taken or omitted to be taken, or (ii) it will not be a petitioning creditor or otherwise assist in the New First Lien Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Collateral Agent or any New First Lien Secured Party filing of the required payments of interest and principal so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Collateral Agent or any New First Lien Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Obligations held by any of them or in any an involuntary Insolvency Proceeding. In the event the New First Lien Collateral Agent or any New First Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing ABL Obligations on the same basis as the other Liens securing the New First Lien Obligations are so subordinated to such Liens securing ABL Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Collateral Agent or the ABL Secured Parties may have with respect to the Receivables Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Secured Party may have (secured or otherwise) in any property or asset of any Grantor that does not constitute Common Collateral.

No Other Restrictions. Except as expressly set forth in this Agreement and the other Term Loan Documents, each Term Loan Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Any Secured Creditor Remedies. The Term Loan Collateral Agent may enforce the provisions of the Term Loan Documents and may Exercise Any Secured Creditor Remedies, all in such order and in such manner as it may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and the other Term Loan Documents and mandatory provisions of applicable law; provided, however, that the Term Loan Collateral Agent agrees to provide to the Notes Collateral Agent copies of any notices that it is required under applicable law to deliver to any Borrower or any Guarantor; provided further, however, that the Term Loan Collateral Agent’s failure to provide any such copies to the Notes Collateral Agent shall not impair any of the Term Loan Collateral Agent’s rights hereunder or under any of the Term Loan Documents. Except as otherwise expressly set forth in Section 2.1(a), Section 2.2(a), Section 2.3, Section 3.5 and Article 6 of this Agreement and subject to the First Lien Intercreditor Agreementother Notes Documents, the New First Lien Notes Collateral Agent and each New First Lien any other Notes Secured Party may exercise rights and remedies as an unsecured creditor against the Company or any Subsidiary that has guaranteed the New First Lien Obligations Notes Credit Party in accordance with the terms of the New First Lien Notes Collateral Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the New First Lien Notes Collateral Agent or any New First Lien other Notes Secured Party of the required payments of interest interest, principal and principal other owed amounts in respect of the Notes Obligations so long as such receipt is not the direct or indirect result of the exercise by the New First Lien Notes Collateral Agent or any New First Lien other Notes Secured Party of rights or remedies as a secured creditor in respect of Common any Collateral (including set-off with respect to any Accounts constituting Collateral) or enforcement in contravention of this Agreement of any Lien in respect of New First Lien Notes Obligations held by any of them or in any Insolvency Proceeding. In the event the New First Lien Notes Collateral Agent or any New First Lien other Notes Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common any Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of New First Lien Obligations or otherwiseNotes Obligations, such judgment or other lien shall be subordinated to the Liens securing ABL Term Loan Obligations on the same basis as the other Liens securing the New First Lien Notes Obligations are so subordinated to such Liens securing ABL Term Loan Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the ABL Term Loan Collateral Agent or the ABL any other Term Loan Secured Parties Party may have with respect to any of the Receivables Collateral. Furthermore, subject to Section 3.3 hereof, for the avoidance of doubt, nothing in this Agreement shall restrict any right any New First Lien Notes Secured Party may have (secured or otherwise) in any property or asset of any Grantor Person that does is not constitute Common Collaterala Credit Party. Each Notes Collateral Agent, each Notes Trustee, each Noteholder, the Term Loan Collateral Agent, the Term Loan Administrative Agent and each Term Loan Lender agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of such Notes Collateral Agent, such Notes Trustee and such Noteholder, against the Term Loan Collateral Agent, the Term Loan Administrative Agent or any other Term Loan Secured Party, and in the case of the Term Loan Collateral Agent, the Term Loan Administrative Agent and such Term Loan Lender, against any Notes Collateral Agent, any Notes Trustee, or any other Notes Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Persons shall be liable for any such action taken or omitted to be taken.