Common use of No Other Restrictions Clause in Contracts

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral Agents, each Shared Collateral Secured Party, the ABL Agent and 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 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 mandatory provisions of applicable law; provided, however, that prior to the Discharge of ABL Obligations, the 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 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. Each of the Shared Collateral Agents, each Shared Collateral Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or any other claim, in the 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 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 ABL 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Secured PartyTerm Lender, the ABL Agent and each ABL Secured Party Lender 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral 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 mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the other (x) an Enforcement Notice prior to the commencement of an any Exercise Any of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to the Borrower or any Loan PartyGuarantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents 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 Shared Collateral Agents’ Term Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Secured PartyTerm Lender, the ABL Agent and each ABL Secured Party Lender agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Secured PartyTerm Lender, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral 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 ABL 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Shared Collateral Agents[Cash Flow] Agent, each Shared Collateral the [Cash Flow] Secured PartyParties, the ABL Agent, the ABL Secured Parties, any Additional Agent and each ABL any Additional Secured Party Parties 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; Remedies (except, without otherwise affecting the provisions of this agreement, 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), provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 2.3, 2.4 and 4.1 hereof4.1. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Shared [Cash Flow] Agent (including in its capacity as [Cash Flow] Collateral Agents Representative, if applicable) may enforce the provisions of the Shared [Cash Flow] Documents, any Additional [Cash Flow] Agent (including in its capacity as [Cash Flow] Collateral Documents Representative, if applicable) may enforce the provisions of the Additional [Cash Flow] Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL 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 (except, without otherwise affecting the provisions of this agreement, 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) and mandatory provisions of applicable law; provided, however, that prior to each of the Discharge of ABL ObligationsAgent (including in its capacity as ABL Collateral Representative, if applicable), the [Cash Flow] Agent (including in its capacity as [Cash Flow] Collateral Representative, if applicable), any Additional [Cash Flow] Agent (including in its capacity as [Cash Flow] Collateral Representative, if applicable) and any Additional ABL AgentAgent (including in its capacity as ABL Collateral Representative, and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree if applicable) agrees to provide to the each other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) such Party copies of any notices that it is required under applicable law to deliver to any Loan Credit 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) any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and Documents, the Shared Collateral Agents’ [Cash Flow] Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) any other such Party shall not impair any of the Shared Collateral Agents’ [Cash Flow] Agent’s rights hereunder or under any of the Shared Collateral [Cash Flow] Documents. , any failure by any Additional [Cash Flow] Agent to provide any such copies to any other such Party shall not impair any of such Additional [Cash Flow] Agent’s rights hereunder or under any of the Additional [Cash Flow] Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents. (ii) Each of the Shared [Cash Flow] Agent (including in its capacity as [Cash Flow] Collateral AgentsRepresentative, each Shared Collateral if applicable) and the [Cash Flow] Secured Party, the ABL Agent and each ABL Secured Party Parties agrees (i) that it will not institute or join in any suit suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents and each Shared Collateral Secured Party, claim against either the ABL Agent or any other ABL Secured PartyParty 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 none of such Persons shall be liable for any such action taken or omitted to be taken. Each of the [Cash Flow] Agent (including in its capacity as [Cash Flow] Collateral Representative, if applicable) and the case [Cash Flow] Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Additional Agent or any other Additional 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately agreed in writing by and between such Additional Agent and the Additional Secured Parties represented thereby and the [Cash Flow] Agent, on behalf of itself and the [Cash Flow] Secured Parties). (iii) Each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) and the ABL Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against 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 that 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. Each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) and the ABL Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Additional Agent or any other Additional 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). (iv) Each of any Additional Agent (including in its capacity as [Cash Flow] Collateral Representative or ABL Collateral Representative, if and as applicable) and each Additional Secured Party agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the ABL Agent or any other ABL Secured PartyParty 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). Each of any Additional Agent (including in its capacity as [Cash Flow] Collateral Representative or ABL Collateral Representative, if and as applicable) and each Additional Secured Party agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against either the Shared Collateral Agents [Cash Flow] Agent or any other Shared [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 that 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 (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured PartyParties represented thereby, and the [Cash Flow] Agent, on behalf of itself and the [Cash Flow] Secured Parties). Each of any Additional Agent (including in its capacity as [Cash Flow] Collateral Representative or ABL Collateral Representative, if and as applicable) and each Additional Secured Party represented thereby agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any other Additional Agent or any Additional Secured Party represented by such other Additional Agent, 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 ABL Collateral which that is consistent with the terms of this Agreement, and none of such Parties Persons shall be liable for any such action taken or omitted to be takentaken (except as may be separately otherwise agreed in writing by and between such Additional Agents, or (ii) it will not be a petitioning creditor or otherwise assist in each case on behalf of itself and the filing of an involuntary Insolvency ProceedingAdditional Secured Parties represented thereby).

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral Agents, each Shared Collateral Secured Party, the ABL Agent and 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents each Term Agent may enforce the provisions of the Shared Collateral applicable 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 mandatory provisions of applicable lawAgreement; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree each Term Agent agrees to provide to the other (x) an Enforcement Notice prior to the commencement of an Exercise Any of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Loan Party; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents (but not the Enforcement Notice) each Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ any Term Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ such Term Agent’s rights hereunder or under any of the Shared Collateral applicable Term Documents. Each of the Shared Collateral Agents, each Shared Collateral Term Agents (on behalf of itself and the applicable Term Secured Party, Parties) and the ABL Agent (on behalf of itself and each the ABL Secured Party Parties) agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of each of the Shared Collateral Term Agents and each Shared Collateral the applicable Term Secured PartyParties, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Term Agents or any other Shared Collateral 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 ABL Collateral which is consistent with the terms of this Agreement, and none of such Parties parties shall be liable for any such action taken or omitted to be taken, or (ii) without the other Agent’s prior written consent, it will not be a petitioning creditor or otherwise assist in the filing of an involuntary Insolvency Proceeding.

No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsFirst Lien Term Loan Agent, each Shared Collateral the First Lien Term Loan Secured PartyParties, the Second Lien Term Loan Agent, the Second Lien Term Loan Secured Parties, the ABL Agent, the ABL Secured Parties, any Additional Term Agent and each ABL any Additional Term Secured Party Parties 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; Remedies (except as may be separately otherwise agreed in writing in the First/Second Lien Intercreditor Agreement or otherwise by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Shared First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Agents Representative, if applicable) may enforce the provisions of the Shared First Lien Term Loan Documents, the Second Lien Term Loan Agent (including in its capacity as Term Loan Collateral Documents Representative, if applicable) may enforce the provisions of the Second Lien Term Loan Documents, any Additional First Lien Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional First Lien Term Documents, any Additional Second Lien Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Second Lien 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 mandatory provisions of applicable lawlaw (except as may be separately otherwise agreed in writing in the First/Second Lien Intercreditor Agreement or otherwise by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided, however, that prior to each of the Discharge of ABL ObligationsAgent (including in its capacity as ABL Collateral Representative, if applicable), the ABL AgentFirst Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, and in the event of a Shared Collateral Enforcement Dateif applicable), the Shared Second Lien Term Loan Agent (including in its capacity as Term Loan Collateral AgentsRepresentative, agree if applicable), any Additional First Lien Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional Second Lien Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) agrees to provide to the each other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) such Party copies of any notices that it is required under applicable law to deliver to any Loan Credit 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) any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and Documents, the Shared Collateral Agents’ First Lien Term Loan Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) any other such Party shall not impair any of the Shared Collateral Agents’ First Lien Term Loan Agent’s rights hereunder or under any of the Shared Collateral First Lien Term Loan Documents. , the Second Lien Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Second Lien Term Loan Agent’s rights hereunder or under any of the Second Lien Term Loan Documents, any failure by any Additional First Lien Term Agent to provide any such copies to any other such Party shall not impair any of such Additional First Lien Term Agent’s rights hereunder or under any of the Additional First Lien Term Documents and any failure by any Additional Second Lien Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Second Lien Term Agent’s rights hereunder or under any of the Additional Second Lien Term Documents. (ii) Each of the Shared First Lien Term Loan Agent (including in its capacity as Term Loan Collateral AgentsRepresentative, each Shared Collateral if applicable) and the First Lien Term Loan Secured Party, the ABL Agent and each ABL Secured Party Parties agrees (i) that it will not institute or join in any suit suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents and each Shared Collateral Secured Party, claim against either the ABL Agent or any other ABL Secured Party, and in 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, 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 ABL Collateral which that is consistent with the terms of this Agreement, and none of such Parties Persons shall be liable for any such action taken or omitted to be taken. (iii) Each of the Second Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, or (iiif applicable) and the Second Lien Term Loan Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding 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 a petitioning creditor taken by such Person with respect to the Collateral that 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 (iv) Each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) and the ABL Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the First Lien Term Loan Agent or any other First Lien Term Loan 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 none of such Persons shall be liable for any such action taken or omitted to be taken. Each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) and the ABL Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the Second Lien Term Loan Agent or any other Second Lien Term Loan 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 none of such Persons shall be liable for any such action taken or omitted to be taken. Each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) and the ABL Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Additional Term Agent or any other Additional 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 that 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 (except as may be separately otherwise assist agreed in writing by and between such Additional Term Agent, on behalf of itself and the filing Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of an involuntary itself and the ABL Secured Parties). (v) Each of any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and each Additional Term Secured Party agrees that it will not institute or join in any suit, Insolvency ProceedingProceeding 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).

No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsTerm Loan Agent, each Shared Collateral the Term Loan Secured PartyParties, the ABL Agent, the ABL Secured Parties, any Additional Agent and each ABL any Additional Secured Party Parties 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; 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), provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Shared Term Loan Agent (including in its capacity as Term Loan Collateral Agents Representative, if applicable) may enforce the provisions of the Shared Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Documents Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL 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 mandatory provisions of applicable lawlaw (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); provided, however, that prior to each of the Discharge of ABL ObligationsAgent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL AgentAgent (including in its capacity as ABL Collateral Representative, and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree if applicable) agrees to provide to the each other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) such Party copies of any notices that it is required under applicable law to deliver to any Loan PartyBorrower or any Guarantor; provided, further, however, that the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents (but not the Enforcement Notice) any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and Documents, the Shared Collateral Agents’ Term Loan Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) any other such Party shall not impair any of the Shared Collateral Agents’ Term Loan Agent’s rights hereunder or under any of the Shared Collateral Term Loan Documents. , any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents. (ii) Each of the Shared Term Loan Agent (including in its capacity as Term Loan Collateral AgentsRepresentative, each Shared Collateral if applicable) and the Term Loan Secured Party, the ABL Agent and each ABL Secured Party Parties agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents and each Shared Collateral Secured Party, claim against either the ABL Agent or any other ABL Secured PartyParty 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 none of such Persons shall be liable for any such action taken or omitted to be taken. Each of the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and the case Term Loan 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 Additional Agent or any other Additional 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 none of such Persons shall be liable for any such action taken or omitted to be taken. (iii) Each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) 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 against the Term Loan Agent or any other Term Loan 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 none of such Persons shall be liable for any such action taken or omitted to be taken. Each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) 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 against any Additional Agent or any other Additional 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). (iv) Each of any Additional Agent (including in its capacity as Term Loan Collateral Representative or ABL Collateral Representative, if and as applicable) and each Additional 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 the ABL Agent or any other ABL Secured PartyParty 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). Each of any Additional Agent (including in its capacity as Term Loan Collateral Representative or ABL Collateral Representative, if and as applicable) and each Additional 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 Shared Collateral Agents Term Loan Agent or any other Shared Term Loan 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured PartyParties represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties). Each of any Additional Agent (including in its capacity as Term Loan Collateral Representative or ABL Collateral Representative, if and as applicable) and each Additional Secured Party 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 Additional Agent or any Additional Secured Party represented by such other Additional Agent, 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 ABL Collateral which that is consistent with the terms of this Agreement, and none of such Parties Persons shall be liable for any such action taken or omitted to be takentaken (except as may be separately otherwise agreed in writing by and between such Additional Agents, or (ii) it will not be a petitioning creditor or otherwise assist in each case on behalf of itself and the filing of an involuntary Insolvency ProceedingAdditional Secured Parties represented thereby).

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral Agents, each Shared Collateral Term Secured Party, the each ABL Agent Secured Party and each ABL 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 RemediesRemedies (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 the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral Term Documents, each Junior Agent may (subject to Section 2.4(b)) enforce the provisions of the applicable Junior 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 (including, without limitation, Section 2.4(b)) and mandatory provisions of applicable lawlaw (except as may be separately otherwise agreed in writing by, and solely as 39168701_7 between or among, any two or more Junior Agents, each on behalf of itself and the Junior Secured Parties represented thereby); provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the other (x) an Enforcement Notice prior to the commencement of an Exercise Any of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Loan Credit Party; provided, 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 the Shared Collateral Agents (but not the Enforcement Notice) Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ Term Agent’s failure to provide the Enforcement Notice or any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, proceeding any claim (or support any other claimof the foregoing), in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral 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 or support in the filing of an involuntary Insolvency Proceeding. Each Junior Agent and each Junior Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim (or support any of the foregoing) against any Senior Agent or any Senior 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 ABL Collateral which is consistent with the terms of this Agreement, and none of such Senior Agents or Senior Secured Parties shall be liable for any such action taken or omitted to be taken, or and (ii) it will not be a petitioning creditor or otherwise assist or support in the filing of an involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Secured Partythe Term Lenders, the ABL Agent, the ABL Lenders, any Additional Agent and each ABL Secured Party any Additional Creditors 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and Section 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral Documents Term Documents, any Additional Agent may enforce the provisions of the Additional 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 mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, the Term Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree any Additional Agent agrees to provide to the each other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) such Party copies of any notices that it is required under applicable law to deliver to any Loan PartyBorrower or any Guarantor; provided, further, however, that the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents (but not the Enforcement Notice) any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and Documents, the Shared Collateral Agents’ Term Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) any other such Party shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents, and any failure by any Additional Agent to provide any such copies to any other such Party shall not impair any of such Additional Agent’s rights hereunder or under any of the Additional Documents. Each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Secured Partythe Term Lenders, the ABL Agent, the ABL Lenders, any Additional Agent and each ABL Secured Party any Additional Creditors agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, (x) in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Secured PartyTerm Lender, against either the ABL Agent or any other ABL Secured Party, and or any Additional Agent or any other Additional Secured Party, (y) in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral Term Secured Party, or any Additional Agent or any other Additional Secured Party, and (z) in the case of any Additional Agent and each Additional Creditor, against the ABL Agent or any other ABL Secured Party, or 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 ABL Collateral which that is consistent with the terms of this Agreement, and none of such Parties Persons shall be liable for any such action taken or omitted to be taken. Except as may be separately otherwise agreed by and between or among any applicable Additional Agents, or (ii) each of any Additional Agent and any Additional Creditors 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 Additional Agent or any Additional Creditor represented by such other Additional Agent, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be a petitioning creditor taken by such Person with respect to the Collateral that is consistent with the terms of this Agreement, and none of such Persons shall be liable for any such action taken or otherwise assist in the filing of an involuntary Insolvency Proceedingomitted to be taken.

No Other Restrictions. Except as expressly set forth in this AgreementAgreement and the other Term Documents and ABL Documents, as applicable, each of the Shared Collateral Agents, each Shared Collateral Term Secured Party, the ABL Agent Party and 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 Any Secured Creditor Remedies; provided, however, that the Exercise of Any Secured Creditor Remedies with respect to the ABL 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 Secured Parties waives any claim it may have on grounds of commercial reasonableness. The ABL Collateral Agent may enforce the provisions of the ABL Documents, the Shared ; each Term Collateral Agents Agent may enforce the provisions of the Shared Collateral Term Documents relating to the Applicable Term Obligations; 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 other Term Documents or ABL Documents, as applicable, and mandatory provisions of applicable law; provided, however, that prior to the Discharge of ABL Obligations, the ABL Agent, Collateral Agent and in the event of a Shared each Term Collateral Enforcement Date, the Shared Collateral Agents, agree Agent agrees to provide to the 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 Loan PartyBorrower or any Guarantor; provided, provided further, however, that the ABL Collateral Agent’s failure to provide any such copies to the Shared any Term Collateral Agents (but not the Enforcement Notice) Agent shall not impair any of the such ABL Collateral Agent’s rights hereunder or under any of the ABL Documents and the Shared any Term Collateral Agents’ Agent’s failure to provide any such copies to the any ABL Collateral Agent (but not the Enforcement Notice) shall not impair any of the Shared such Term Collateral Agents’ Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Term Collateral AgentsAgent, each Shared Collateral Secured PartyTerm Agent, each Term Lender, the ABL Collateral Agent, the ABL Administrative Agent and each ABL Secured Party Lender agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared such Term Collateral Agents Agent, such Term Agent and each Shared Collateral Secured Partysuch Term Lender, against either any ABL Collateral Agent, the ABL Administrative Agent or any other ABL Secured Party, and in the case of the ABL Collateral Agent, the ABL Administrative Agent and each other such ABL Secured PartyLender, against either the Shared any Term Collateral Agents Agent, any Term Agent, or any other Shared Collateral Term Secured Party, seeking damages from or other relief (by way of specific performance, instructions or otherwise, ) with respect to, to any action taken or omitted to be taken by such Person with respect to the ABL Collateral which is consistent with the terms of this Agreement, and none of such Parties Persons 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsTerm Loan Agent, each Shared Collateral the Term Loan Secured PartyParties, the ABL Agent, the ABL Secured Parties, any Additional Agent and each ABL any Additional Secured Party Parties 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; 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), provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Shared Term Loan Agent (including in its capacity as Term Loan Collateral Agents Representative, if applicable) may enforce the provisions of the Shared Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Documents Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL 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 mandatory provisions of applicable lawlaw (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); provided, however, that prior to each of the Discharge of ABL ObligationsAgent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL AgentAgent (including in its capacity as ABL Collateral Representative, and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree if applicable) agrees to provide to the each other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) such Party copies of any notices that it is required under applicable law to deliver to any Loan Credit 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) any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and Documents, the Shared Collateral Agents’ Term Loan Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) any other such Party shall not impair any of the Shared Collateral Agents’ Term Loan Agent’s rights hereunder or under any of the Shared Collateral Term Loan Documents. , any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents. (ii) Each of the Shared Term Loan Agent (including in its capacity as Term Loan Collateral AgentsRepresentative, each Shared Collateral if applicable) and the Term Loan Secured Party, the ABL Agent and each ABL Secured Party Parties agrees (i) that it will not institute or join in any suit suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents and each Shared Collateral Secured Party, claim against either the ABL Agent or any other ABL Secured PartyParty 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 none of such Persons shall be liable for any such action taken or omitted to be taken. Each of the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and the case Term Loan Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Additional Agent or any other Additional 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately agreed in writing by and between such Additional Agent and the Additional Secured Parties represented thereby and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties). (iii) Each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) and the ABL Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the Term Loan Agent or any other Term Loan 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 none of such Persons shall be liable for any such action taken or omitted to be taken. Each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) and the ABL Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Additional Agent or any other Additional 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). (iv) Each of any Additional Agent (including in its capacity as Term Loan Collateral Representative or ABL Collateral Representative, if and as applicable) and each Additional Secured Party agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the ABL Agent or any other ABL Secured PartyParty 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). Each of any Additional Agent (including in its capacity as Term Loan Collateral Representative or ABL Collateral Representative, if and as applicable) and each Additional Secured Party agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against either the Shared Collateral Agents Term Loan Agent or any other Shared Term Loan 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured PartyParties represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties). Each of any Additional Agent (including in its capacity as Term Loan Collateral Representative or ABL Collateral Representative, if and as applicable) and each Additional Secured Party represented thereby agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any other Additional Agent or any Additional Secured Party represented by such other Additional Agent, 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 ABL Collateral which that is consistent with the terms of this Agreement, and none of such Parties Persons shall be liable for any such action taken or omitted to be takentaken (except as may be separately otherwise agreed in writing by and between such Additional Agents, or (ii) it will not be a petitioning creditor or otherwise assist in each case on behalf of itself and the filing of an involuntary Insolvency ProceedingAdditional Secured Parties represented thereby).

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral Agents, each Shared Collateral Term Secured Party, the ABL Agent Party and 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents each Term Agent may enforce the provisions of the Shared Collateral relevant 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 Agreement, mandatory provisions of applicable lawlaw and, as between the Term Agents only, the terms of any intercreditor agreement between the Term Agents; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Controlling Term Agent agrees to provide to the 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 Loan PartyBorrower or any Guarantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to any of the Shared Collateral Term 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’ Controlling Term Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral Term Agents, each Shared Collateral Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents each Term Agent and each Shared Collateral Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents any Term Agent or any other Shared Collateral 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 ABL 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Shared Collateral Agents[Cash Flow] Agent, each Shared Collateral the [Cash Flow] Secured PartyParties, the ABL Agent, the ABL Secured Parties, any Additional Agent and each ABL any Additional Secured Party Parties 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; 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), provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections Section 2.3 and Section 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Shared [Cash Flow] Agent (including in its capacity as [Cash Flow] Collateral Agents Representative, if applicable) may enforce the provisions of the Shared [Cash Flow] Documents, any Additional [Cash Flow] Agent (including in its capacity as [Cash Flow] Collateral Documents Representative, if applicable) may enforce the provisions of the Additional [Cash Flow] Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL 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 mandatory provisions of applicable lawlaw (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); provided, however, that prior to each of the Discharge of ABL ObligationsAgent (including in its capacity as ABL Collateral Representative, if applicable), the [Cash Flow] Agent (including in its capacity as [Cash Flow] Collateral Representative, if applicable), any Additional [Cash Flow] Agent (including in its capacity as [Cash Flow] Collateral Representative, if applicable) and any Additional ABL AgentAgent (including in its capacity as ABL Collateral Representative, and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree if applicable) agrees to provide to the each other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) such Party copies of any notices that it is required under applicable law to deliver to any Loan Credit 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) any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and Documents, the Shared Collateral Agents’ [Cash Flow] Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) any other such Party shall not impair any of the Shared Collateral Agents’ [Cash Flow] Agent’s rights hereunder or under any of the Shared Collateral [Cash Flow] Documents. , any failure by any Additional [Cash Flow] Agent to provide any such copies to any other such Party shall not impair any of such Additional [Cash Flow] Agent’s rights hereunder or under any of the Additional [Cash Flow] Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents. (ii) Each of the Shared [Cash Flow] Agent (including in its capacity as [Cash Flow] Collateral AgentsRepresentative, each Shared Collateral if applicable) and the [Cash Flow] Secured Party, the ABL Agent and each ABL Secured Party Parties agrees (i) that it will not institute or join in any suit suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents and each Shared Collateral Secured Party, claim against either the ABL Agent or any other ABL Secured PartyParty 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 none of such Persons shall be liable for any such action taken or omitted to be taken. Each of the [Cash Flow] Agent (including in its capacity as [Cash Flow] Collateral Representative, if applicable) and the case [Cash Flow] Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Additional Agent or any other Additional 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately agreed in writing by and between such Additional Agent and the Additional Secured Parties represented thereby and the [Cash Flow] Agent, on behalf of itself and the [Cash Flow] Secured Parties). (iii) Each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) and the ABL Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against 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 that 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. Each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) and the ABL Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Additional Agent or any other Additional 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). (iv) Each of any Additional Agent (including in its capacity as [Cash Flow] Collateral Representative or ABL Collateral Representative, if and as applicable) and each Additional Secured Party agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the ABL Agent or any other ABL Secured PartyParty 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). Each of any Additional Agent (including in its capacity as [Cash Flow] Collateral Representative or ABL Collateral Representative, if and as applicable) and each Additional Secured Party agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against either the Shared Collateral Agents [Cash Flow] Agent or any other Shared [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 that 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 (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured PartyParties represented thereby, and the [Cash Flow] Agent, on behalf of itself and the [Cash Flow] Secured Parties). Each of any Additional Agent (including in its capacity as [Cash Flow] Collateral Representative or ABL Collateral Representative, if and as applicable) and each Additional Secured Party represented thereby agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any other Additional Agent or any Additional Secured Party represented by such other Additional Agent, 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 ABL Collateral which that is consistent with the terms of this Agreement, and none of such Parties Persons shall be liable for any such action taken or omitted to be takentaken (except as may be separately otherwise agreed in writing by and between such Additional Agents, or (ii) it will not be a petitioning creditor or otherwise assist in each case on behalf of itself and the filing of an involuntary Insolvency ProceedingAdditional Secured Parties represented thereby).

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsFirst Lien Term Agent, each Shared Collateral First Lien Term Lender, the First Lien Notes Agent, each First Lien Notes Secured Party, each Future Term Loan/Notes Indebtedness Secured Party, the ABL Agent and each ABL Secured Party Lender 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 ABL 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 any Term Loan/Notes Agent, any First Lien Term Lender, any First Lien Notes Secured Party, any Future Term Loan/Notes Indebtedness Secured Party, the ABL Agent or any ABL Lender waives any claim it may have on grounds of commercial reasonableness. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents First Lien Term Agent may enforce the provisions of the Shared Collateral Documents applicable Term Loan/Notes Documents, the First Lien Notes Agent may enforce the provisions of the applicable Term Loan/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 mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree each Term Loan/Notes Agent agrees to provide to the 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 Loan PartyBorrower or any Guarantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents (but not the Enforcement Notice) any Term Loan/Notes Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ any Term Loan/Notes Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ such Term Loan/Notes Agent’s rights hereunder or under any of the Shared Collateral applicable Term Loan/Notes Documents. Each of the Shared Collateral AgentsFirst Lien Term Agent, each Shared Collateral First Lien Term Lender, each First Lien Notes Agent, each First Lien Notes Secured Party, each Future Term Loan/Notes Indebtedness Secured Party, the ABL Agent and each ABL Secured Party Lender agrees that (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents and First Lien Term Agent, each Shared Collateral First Lien Term Lender, the First Lien Notes Agent, each First Lien Notes Secured Party, and each Future Term Loan/Notes Indebtedness Secured Party against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents any Term Loan/Notes Agent or any other Shared Collateral Term Loan/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 ABL 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 taken and (ii) it will not be a petitioning creditor or otherwise assist in the filing of an any involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Secured PartyTerm Lender, the ABL Agent and each ABL Secured Party Lender 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral 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 mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the 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 Loan PartyGrantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents 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 Shared Collateral Agents’ Term Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Secured PartyTerm Lender, the ABL Agent and each ABL Secured Party Lender agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Secured PartyTerm Lender, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral 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 ABL 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral Agents, each Shared Collateral Term Secured Party, the ABL Agent Party and 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Facility Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral Term Facility 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 Agreement, the ABL Facility Documents or Term Facility Documents, as applicable, and mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the other (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 Loan Party; provided, 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 Shared Collateral Agents (but not the Enforcement Notice) Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Facility Documents and the Shared Collateral Agents’ Term Agent’s failure to provide the Enforcement Notice or any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Facility Documents. Each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Term Agent and each Shared Collateral other Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, to any action taken or omitted to be taken by such Person with respect to the ABL 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsTerm Loan Agent, each Shared Collateral the Term Loan Secured PartyParties, the ABL Agent, the ABL Secured Parties, any Additional Agent and each ABL any Additional Secured Party Parties 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; 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), provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Shared Term Loan Agent (including in its capacity as Term Loan Collateral Agents Representative, if applicable) may enforce the provisions of the Shared Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Documents Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL 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 mandatory provisions of applicable lawlaw (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); provided, however, that prior to each of the Discharge of ABL ObligationsAgent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL AgentAgent (including in its capacity as ABL Collateral Representative, and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree if applicable) agrees to provide to the each other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) such Party copies of any notices that it is required under applicable law to deliver to any Loan Credit 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) any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and Documents, the Shared Collateral Agents’ Term Loan Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) any other such Party shall not impair any of the Shared Collateral Agents’ Term Loan Agent’s rights hereunder or under any of the Shared Collateral Term Loan Documents. Each , any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Shared Collateral Agents, each Shared Collateral Secured Party, the Additional Term Documents and any failure by any Additional ABL Agent and each ABL Secured Party agrees (i) that it will not institute to provide any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or such copies to any other claim, in the case such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Shared Collateral Agents and each Shared Collateral Secured Party, against either the Additional ABL Agent or any other ABL Secured Party, and in 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 ABL 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 filing of an involuntary Insolvency ProceedingDocuments.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsDIP Term Agent, each Shared Collateral Secured PartyDIP Term Lender, the DIP ABL Agent Agent, and each DIP ABL Secured Party Lender 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and Section 4.1 hereof. The DIP ABL Agent may enforce the provisions of the DIP ABL Documents, the Shared Collateral Agents DIP Term Agent may enforce the provisions of the Shared Collateral DIP 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 mandatory provisions of applicable law; provided, however, that prior to each of the Discharge of DIP ABL Obligations, Agent and the ABL Agent, and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree DIP Term Agent agrees to provide to the 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 Loan PartyDIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower or any DIP Term Guarantor; provided, provided further, however, that the DIP ABL Agent’s failure to provide any such copies to the Shared Collateral Agents (but not the Enforcement Notice) DIP Term Agent shall not impair any of the DIP ABL Agent’s rights hereunder or under any of the DIP ABL Documents and the Shared Collateral Agents’ DIP Term Agent’s failure to provide any such copies to the DIP ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ DIP Term Agent’s rights hereunder or under any of the Shared Collateral DIP Term Documents. Each of the Shared Collateral AgentsDIP Term Agent, each Shared Collateral Secured PartyDIP Term Lender, the DIP ABL Agent and each DIP ABL Secured Party Lender agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents DIP Term Agent and each Shared Collateral Secured PartyDIP Term Lender, against either the DIP ABL Agent or NYDOCS02/867883.5 any other DIP ABL Secured Party, and in the case of the DIP ABL Agent and each other DIP ABL Secured Party, against either the Shared Collateral Agents DIP Term Agent or any other Shared Collateral DIP 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 ABL 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. (i) Except as expressly otherwise set forth in this Agreement, each of the Shared Collateral AgentsTerm Loan Agent, each Shared Collateral the Term Loan Secured PartyParties, the ABL Agent, the ABL Secured Parties, any Additional Agent and each ABL any Additional Secured Party Parties 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; 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), provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Shared Term Loan Agent (including in its capacity as Term Loan Collateral Agents Representative, if applicable) may enforce the provisions of the Shared Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Documents Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL 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 mandatory provisions of applicable lawlaw (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); provided, however, that prior to each of the Discharge of ABL ObligationsAgent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL AgentAgent (including in its capacity as ABL Collateral Representative, and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree if applicable) agrees to provide to the each other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) such Party copies of any notices that it is required under applicable law to deliver to any Loan Credit 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) any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and Documents, the Shared Collateral Agents’ Term Loan Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) any other such Party shall not impair any of the Shared Collateral Agents’ Term Loan Agent’s rights hereunder or under any of the Shared Collateral Term Loan Documents. , any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Additional Term Documents and any failure by any Additional ABL Agent to provide any such copies to any other such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Additional ABL Documents. (ii) Each of the Shared Term Loan Agent (including in its capacity as Term Loan Collateral AgentsRepresentative, each Shared Collateral if applicable) and the Term Loan Secured Party, the ABL Agent and each ABL Secured Party Parties agrees (i) that it will not institute or join in any suit suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents and each Shared Collateral Secured Party, claim against either the ABL Agent or any other ABL Secured PartyParty 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 none of such Persons shall be liable for any such action taken or omitted to be taken. Each of the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and the case Term Loan Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Additional Agent or any other Additional 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately agreed in writing by and between such Additional Agent and the Additional Secured Parties represented thereby and the Term Agent, on behalf of itself and the Term Loan Secured Parties). (iii) Each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) and each the ABL Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the Term Loan Agent or any other Term Loan 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 none of such Persons shall be liable for any such action taken or omitted to be taken. Each of the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) and the ABL Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Additional Agent or any other Additional 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). (iv) Each of any Additional Agent (including in its capacity as Term Loan Collateral Representative or ABL Collateral Representative, if and as applicable) and the Additional Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the ABL Agent or any other ABL Secured PartyParty 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties). Each of any Additional Agent (including in its capacity as Term Loan Collateral Representative or ABL Collateral Representative, if and as applicable) and the Additional Secured Parties agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against either the Shared Collateral Agents Term Loan Agent or any other Shared Term Loan 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Secured PartyParties represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties). Each of any Additional Agent (including in its capacity as Term Loan Collateral Representative or ABL Collateral Representative, if and as applicable) and the Additional Secured Parties represented thereby agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any other Additional Agent or any Additional Secured Party represented by such other Additional Agent, 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 ABL Collateral which that is consistent with the terms of this Agreement, and none of such Parties Persons shall be liable for any such action taken or omitted to be takentaken (except as may be separately otherwise agreed in writing by and between such Additional Agents, or (ii) it will not be a petitioning creditor or otherwise assist in each case on behalf of itself and the filing of an involuntary Insolvency ProceedingAdditional Secured Parties represented thereby).

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral Agents, each Shared Collateral Term Secured Party, the ABL Agent Party and 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral 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 mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the other (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 Loan Credit Party; provided, 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 Shared Collateral Agents (but not the Enforcement Notice) Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ Term Agent’s failure to provide the Enforcement Notice or any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, to any action taken or omitted to be taken by such Person with respect to the ABL 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 filing . 20 Form of an involuntary Insolvency Proceeding.J. Crew ABL Intercreditor Agreement

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral Agents, each Shared Collateral Term Secured Party, the each ABL Agent Secured Party and each ABL 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 RemediesRemedies (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 the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral Term Documents, each Junior Agent may (subject to Section 2.4(b)) enforce the provisions of the applicable Junior 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 (including, without limitation, Section 2.4(b)) and mandatory provisions of - 27 - 39168701_7 applicable lawlaw (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 prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the other (x) an Enforcement Notice prior to the commencement of an Exercise Any of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Loan Credit Party; provided, 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 the Shared Collateral Agents (but not the Enforcement Notice) Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ Term Agent’s failure to provide the Enforcement Notice or any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, proceeding any claim (or support any other claimof the foregoing), in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral 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 or support in the filing of an involuntary Insolvency Proceeding. Each Junior Agent and each Junior Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim (or support any of the foregoing) against any Senior Agent or any Senior 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 ABL Collateral which is consistent with the terms of this Agreement, and none of such Senior Agents or Senior Secured Parties shall be liable for any such action taken or omitted to be taken, or and (ii) it will not be a petitioning creditor or otherwise assist or support in the filing of an involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral Agents, each Shared Collateral Term Secured Party, the ABL Agent Party and 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral 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 mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies, (y) use reasonable efforts to advise the other at reasonable intervals of the status of any Exercise of Secured Creditor Remedies by it, and (yz) copies of any notices that it is required under applicable law to deliver to any Loan PartyABL Obligor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies or updates to the Shared Collateral Agents 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 Shared Collateral Agents’ Term Agent’s failure to provide any such copies or updates to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral Agents, each Shared Collateral Term Agent (on behalf of itself and the Term Secured Party, Parties) and the ABL Agent (on behalf of itself and each the ABL Secured Party Parties) agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral 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 ABL 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral Agents, each Shared Collateral Term Secured Party, the each ABL Agent Secured Party and each ABL 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 RemediesRemedies (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 the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral Term Documents, each Junior Agent may (subject to Section 2.4(b)) enforce the provisions of the applicable Junior 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 (including, without limitation, Section 2.4(b)) and mandatory provisions of applicable lawlaw (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 prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the other (x) an Enforcement Notice prior to the commencement of an Exercise Any of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to any Loan Credit Party; provided, 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 the Shared Collateral Agents (but not the Enforcement Notice) Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ Term Agent’s failure to provide the Enforcement Notice or any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, proceeding any claim (or support any other claimof the foregoing), in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral 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 or support in the filing of an involuntary Insolvency Proceeding. Each Junior Agent and each Junior Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim (or support any of the foregoing) against any Senior Agent or any Senior 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 ABL Collateral which is consistent with the terms of this Agreement, and none of such Senior Agents or Senior Secured Parties shall be liable for any such action taken or omitted to be taken, or and (ii) it will not be a petitioning creditor or otherwise assist or support in the filing of an involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsTerm Loan Agent, each Shared Collateral the Term Loan Secured PartyParties, the ABL Agent, the ABL Secured Parties, any Additional Agent and each ABL any Additional Secured Party Parties 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; 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), provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Shared Term Loan Agent (including in its capacity as Term Loan Collateral Agents Representative, if applicable) may enforce the provisions of the Shared Term Loan Documents, any Additional Term Agent (including in its capacity as Term Loan Collateral Documents Representative, if applicable) may enforce the provisions of the Additional Term Documents, any Additional ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the Additional ABL 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 mandatory provisions of applicable lawlaw (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); provided, however, that prior to each of the Discharge of ABL ObligationsAgent (including in its capacity as ABL Collateral Representative, if applicable), the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable), any Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional ABL AgentAgent (including in its capacity as ABL Collateral Representative, and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree if applicable) agrees to provide to the each other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) such Party copies of any notices that it is required under applicable law to deliver to any Loan PartyBorrower or any Guarantor; provided, further, however, that the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents (but not the Enforcement Notice) any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and Documents, the Shared Collateral Agents’ Term Loan Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) any other such Party shall not impair any of the Shared Collateral Agents’ Term Loan Agent’s rights hereunder or under any of the Shared Collateral Term Loan Documents. Each , any failure by any Additional Term Agent to provide any such copies to any other such Party shall not impair any of such Additional Term Agent’s rights hereunder or under any of the Shared Collateral Agents, each Shared Collateral Secured Party, the Additional Term Documents and any failure by any Additional ABL Agent and each ABL Secured Party agrees (i) that it will not institute to provide any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or such copies to any other claim, in the case such Party shall not impair any of such Additional ABL Agent’s rights hereunder or under any of the Shared Collateral Agents and each Shared Collateral Secured Party, against either the Additional ABL Agent or any other ABL Secured Party, and in 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 ABL 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 filing of an involuntary Insolvency ProceedingDocuments.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral Agents, each Shared Collateral Term Secured Party, the ABL Agent Party and 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral 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 mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the other (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 Loan Credit Party; provided, 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 the Shared Collateral Agents (but not the Enforcement Notice) Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ Term Agent’s failure to provide the Enforcement Notice or any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, to any action taken or omitted to be taken by such Person with respect to the ABL 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral Agents, each Shared Collateral Term Secured Party, the ABL Agent Party and 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral 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 mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the 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 Loan PartyBorrower or any Guarantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents 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 Shared Collateral Agents’ Term Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral 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 ABL 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly otherwise set forth in this AgreementAgreement (including any provisions prohibiting or restricting any party from taking various actions or making various objections), each of the Shared Collateral Agents, each Shared Collateral Term Secured Party, the ABL Agent Party and each ABL Secured Party shall have any and all rights and remedies it may have as an unsecured creditor or a secured creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies, in each case to the extent not inconsistent with or contrary to the provisions of this Agreement; provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien #94592040v2 Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Term Agents may enforce the provisions of the Shared Collateral 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 Agreement, and mandatory provisions of applicable lawlaw and, in the case of the Term Agents, any intercreditor agreement between the Term Agents; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Controlling Term Agent agrees to provide to the each other (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 Loan 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 Shared Collateral Term 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’ Controlling Term Agent’s failure to provide the Enforcement Notice or any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral Term Agents, each Shared Collateral Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents each Term Agent and each Shared Collateral Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents any Term Agent or any other Shared Collateral Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, to any action taken or omitted to be taken by such Person with respect to the ABL 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. In the event any ABL Secured Party becomes a judgment lien creditor in respect of Term Priority Collateral as a result of its enforcement of its rights as an unsecured creditor, or (ii) it will not such judgment lien shall be subordinated to the Liens thereon securing Term Obligations, in each case, on the same basis as the other Liens on the Term Priority Collateral securing the ABL Obligations are so subordinated to the Term Obligations under this Agreement. In the event any Term Secured Party becomes a petitioning judgment lien creditor or otherwise assist in respect of ABL Priority Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subordinated to the filing of an involuntary Insolvency ProceedingLiens thereon securing ABL Obligations, in each case, on the same basis as the other Liens on the ABL Priority Collateral securing the Term Obligations are so subordinated to such ABL Obligations under this Agreement.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsAgent, each Shared Collateral Term Secured Party, the ABL Agent Party and 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral 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 mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the other (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 Loan Credit Party; provided, 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 Shared Collateral Agents (but not the Enforcement Notice) Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ Term Agent’s failure to provide the Enforcement Notice or any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Term Secured Party, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, to any action taken or omitted to be taken by such Person with respect to any of the ABL 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral Agents, each Shared Collateral Term Secured Party, the ABL Agent Party and 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 Any Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral 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 mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the 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 Loan PartyBorrower or any Guarantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents 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 Shared Collateral Agents’ Term Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral Agents, each Shared Collateral Term Agent (on behalf of itself and the Term Secured Party, Parties) and the ABL Agent (on behalf of itself and each the ABL Secured Party Parties) agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral 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 ABL 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 filing of an involuntary Insolvency ProceedingProceeding absent the express written consent of the other Agent.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsFirst Lien Term Loan Agent, each Shared Collateral the First Lien Term Loan Secured PartyParties, the Second Lien Term Loan Agent, the Second Lien Term Loan Secured Parties, the ABL Agent, the ABL Secured Parties, any Additional Term Agent and each ABL any Additional Term Secured Party Parties 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; Remedies (except as may be separately otherwise agreed in writing in the First/Second Lien Intercreditor Agreement or otherwise by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Shared First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Agents Representative, if applicable) may enforce the provisions of the Shared First Lien Term Loan Documents, the Second Lien Term Loan Agent (including in its capacity as Term Loan Collateral Documents Representative, if applicable) may enforce the provisions of the Second Lien Term Loan Documents, any Additional First Lien Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional First Lien Term Documents, any Additional Second Lien Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) may enforce the provisions of the Additional Second Lien 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 mandatory provisions of applicable lawlaw (except as may be separately otherwise agreed in writing in the First/Second Lien Intercreditor Agreement or otherwise by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided, however, that prior to each of the Discharge of ABL ObligationsAgent (including in its capacity as ABL Collateral Representative, if applicable), the ABL AgentFirst Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, and in the event of a Shared Collateral Enforcement Dateif applicable), the Shared Second Lien Term Loan Agent (including in its capacity as Term Loan Collateral AgentsRepresentative, agree if applicable), any Additional First Lien Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional Second Lien Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) agrees to provide to the each other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) such Party copies of any notices that it is required under applicable law to deliver to any Loan Credit 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) any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and Documents, the Shared Collateral Agents’ First Lien Term Loan Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) any other such Party shall not impair any of the Shared Collateral Agents’ First Lien Term Loan Agent’s rights hereunder or under any of the Shared Collateral First Lien Term Loan Documents. Each , the Second Lien Term Loan Agent’s failure to provide any such copies to any other such Party shall not impair any of the Shared Collateral AgentsSecond Lien Term Loan Agent’s rights hereunder or under any of the Second Lien Term Loan Documents, each Shared Collateral Secured Party, the ABL any failure by any Additional First Lien Term Agent and each ABL Secured Party agrees (i) that it will not institute to provide any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or such copies to any other claim, in the case such Party shall not impair any of such Additional First Lien Term Agent’s rights hereunder or under any of the Shared Collateral Agents Additional First Lien Term Documents and each Shared Collateral Secured Party, against either the ABL any failure by any Additional Second Lien Term Agent or to provide any such copies to any other ABL Secured Party, and in the case such Party shall not impair any of such Additional Second Lien Term Agent’s rights hereunder or under any 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 ABL 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 filing of an involuntary Insolvency ProceedingAdditional Second Lien Term Documents.

No Other Restrictions. Except as expressly set forth provided in this AgreementSection 2.3, until the Discharge of the First Lien Obligations has occurred, each of the Shared Collateral Agents, each Shared Collateral Secured Party, the ABL First Lien Agent and each ABL the First Lien Secured Party Parties shall have any the exclusive right to enforce rights, exercise remedies (including set off and all rights and remedies it may have as a creditor under applicable law, including the right to credit bid their debt) and make determinations regarding the Exercise of Secured Creditor Remedies; providedrelease, howeverdisposition of, that the Exercise of Secured Creditor Remedies or restrictions with respect to, the Collateral (or Subject Interests) without any consultation with or the consent of the Second Lien Notes Trustee or any Second Lien Notes Secured Party and regardless of any provision of the Second Lien Notes Documents or whether any such action or failure to act is adverse to the ABL Collateral shall be subject to the interest of any Second Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereofNotes Secured Party. The ABL First Lien Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents may enforce the provisions of the Shared Collateral applicable First Lien Documents and each may Exercise Any 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 mandatory provisions of applicable law; provided. Except as expressly provided in Section 2.3, however, that prior to the Discharge of ABL Obligations, the 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 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 each 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. Each of the Shared Collateral Agents, each Shared Collateral Secured Party, the ABL Agent Second Lien Notes Trustee and each ABL Second Lien Notes Secured Party agrees (i) that it will not (i) accelerate the indebtedness constituting Second Lien Notes Obligations or declare the principal of, premium, if any, and accrued but unpaid interest on such indebtedness to be due and payable unless it shall have given prior written notice thereof to the First Lien Agent, (ii) exercise or seek to exercise any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, or institute (or participate with others in instituting) any action or proceeding with respect to such rights or remedies (including any action of foreclosure or credit bid), (iii) contest, protest or object to any foreclosure proceeding or action brought with respect to the Collateral by the First Lien Agent or any other First Lien Secured Party, or any other exercise by any such party of any rights or remedies relating to the Collateral under the First Lien Documents or otherwise in respect of the First Lien Obligations (including any action of foreclosure or credit bid), (iv) object to the forbearance by the First Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral in respect of the First Lien Obligations, (v) exercise any put option held by any Second Lien Notes Secured Party or cause any First Lien Secured Party to honor any redemption or mandatory prepayment obligation under any Second Lien Notes Document (vi) seek to enforce payment of or to collect the whole or any part of the Second Lien Notes Obligations, or commence judicial enforcement of any of the rights and remedies under the Second Lien Notes Documents or applicable law with respect to the Second Lien Notes Obligations or (vii) institute or participate with others in any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in against the case of the Shared Collateral Agents and each Shared Collateral Secured Party, against either the ABL First Lien Agent or any other ABL First Lien Secured Party, and in 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 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 ABL Collateral which is consistent with the terms of this Agreement, and none of no such Parties Person shall be liable for any such action taken or omitted to be taken. The Second Lien Notes Trustee, for itself and on behalf of the Second Lien Notes Secured Parties, hereby waives any and all rights it or (ii) it will not be the Second Lien Notes Secured Parties may have as a petitioning junior lien creditor with respect to the Collateral or otherwise assist to object to the manner in which the filing First Lien Agent or any First Lien Secured Party seek to enforce or collect the respective First Lien Obligations or the Liens granted in any of an involuntary Insolvency Proceedingthe Collateral, regardless of whether any action or failure to act by or on behalf of either First Lien Agent or any First Lien Secured Party is adverse to the interest of the Second Lien Notes Secured Parties. The Second Lien Notes Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Notes Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Agent or the First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the First Lien Documents.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsDIP Term Agent, each Shared Collateral Secured PartyDIP Term Lender, the DIP ABL Agent Agent, and each DIP ABL Secured Party Lender 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and Section 4.1 hereof. The DIP ABL Agent may enforce the provisions of the DIP ABL Documents, the Shared Collateral Agents DIP Term Agent may enforce the provisions of the Shared Collateral DIP 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 mandatory provisions of applicable law; provided, however, that prior to each of the Discharge of DIP ABL Obligations, Agent and the ABL Agent, and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree DIP Term Agent agrees to provide to the 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 Loan PartyDIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower or any DIP Term Guarantor; provided, provided further, however, that the DIP ABL Agent’s failure to provide any such copies to the Shared Collateral Agents (but not the Enforcement Notice) DIP Term Agent shall not impair any of the DIP ABL Agent’s rights hereunder or under any of the DIP ABL Documents and the Shared Collateral Agents’ DIP Term Agent’s failure to provide any such copies to the DIP ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ DIP Term Agent’s rights hereunder or under any of the Shared Collateral DIP Term Documents. Each of the Shared Collateral AgentsDIP Term Agent, each Shared Collateral Secured PartyDIP Term Lender, the DIP ABL Agent and each DIP ABL Secured Party Lender agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents DIP Term Agent and each Shared Collateral Secured PartyDIP Term Lender, against either the DIP ABL Agent or any other DIP ABL Secured Party, and in the case of the DIP ABL Agent and each other DIP ABL Secured Party, against either the Shared Collateral Agents DIP Term Agent or any other Shared Collateral DIP 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 ABL 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly set forth in this AgreementAgreement (including, without limitation, Section 2.3), each of the Shared Collateral Agents, each Shared Collateral Term Secured Party, the ABL Agent Party and 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral Term Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may undertake to determine in the exercise of its sole discretion, consistent with the terms of this Agreement Agreement, the applicable Credit Documents and mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the other (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 Loan Credit Party; provided, 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 Shared Collateral Agents (but not the Enforcement Notice) Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ Term Agent’s failure to provide the Enforcement Notice or any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral AgentsTerm Agent, each Shared Collateral other Term Secured Party, the ABL Agent and each other ABL Secured Party agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Term Agent and each Shared Collateral other Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, to any action taken or omitted to be taken by such Person with respect to the ABL 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral Agents, each Shared Collateral Secured Party, the ABL Agent Term Credit Party and 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral 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 mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies, (y) use reasonable efforts to advise the other at reasonable intervals of the status of any Exercise of Secured Creditor Remedies by it, and (yz) copies of any notices that it is required under applicable law to deliver to any Loan PartyObligor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies or updates to the Shared Collateral Agents 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 Shared Collateral Agents’ Term Agent’s failure to provide any such copies or updates to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral Agents, each Shared Collateral Secured Party, Term Agent (on behalf of itself and the Term Credit Parties) and the ABL Agent (on behalf of itself and each the ABL Secured Party Parties) agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Secured Term Credit Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral Secured Term Credit 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 ABL 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 filing of an involuntary Insolvency ProceedingProceeding against any Obligor.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral Agents, each Shared Collateral Term Secured Party, the ABL Agent Party and 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 Any Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral 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 Agreement, the ABL Documents or the Term Documents, as applicable, and mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the 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 Loan Party; provided, provided further, however, that the ABL Agent’s failure to provide any such copies the Enforcement Notice (other than in connection with Section 3.5) to the Shared Collateral Agents (but not the Enforcement Notice) Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ Term Agent’s failure to provide the Enforcement Notice or any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral Agents, each Shared Collateral Term Agent (on behalf of itself and the Term Secured Party, Parties) and the ABL Agent (on behalf of itself and each the ABL Secured Party Parties) agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Term Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral 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 ABL 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsNote Agent, each Shared Collateral Note Secured Party, the ABL Agent and each ABL Secured Party Lender 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof4. 1. The ABL Agent may enforce the provisions of the ABL Documents, Documents and the Shared Collateral Agents Note Agent may enforce the provisions of the Shared Collateral Documents and Note Documents, 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 mandatory provisions of applicable lawAgreement; ​ ​ ​ provided, however, that prior to the Discharge (I) each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Note Agent agrees to provide to the each other Agent (x) an Enforcement Notice prior to the commencement of an the Exercise of Any Secured Creditor Remedies and (y) copies of any notices that it is required required, under applicable law or the ABL Documents or Note Documents, as applicable, to deliver to any Loan PartyGrantor, as well as copies of any default notices or reservation of rights letters delivered by such Agent to any Grantor and (II) ABL Agent shall use its commercially reasonable efforts to provide notice to Note Agent of any Note Purchase Event arising under clause (v) or (vii) of Section 5.4(a) upon becoming aware of such Note Purchase Event; provided, further, however, that the ABL Agent’s failure to provide any such notices or copies to the Shared Collateral Agents Note Agent (but not the Enforcement Notice) under clause (I)(y) or (II) above shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ Note Agent’s failure to provide any such notices or copies to the ABL Agent (but not the Enforcement Notice) under clause (I)(y) above shall not impair any of the Shared Collateral Agents’ Note Agent’s rights hereunder or under any of the Shared Collateral Note Documents. Each of the Shared Collateral AgentsThe Note Agent, each Shared Collateral Note Secured Party, the ABL Agent and each ABL Secured Party Lender agrees (i) that that, except as otherwise set forth in Section 3.6, it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Note Agent and each Shared Collateral other Note Secured Party, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Note Agent or any other Shared Collateral Note 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 ABL Collateral which is consistent not inconsistent 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Secured PartyTerm Lender, the ABL Agent Agent, and each ABL Secured Party Lender 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and Section 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral 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 mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the 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 Loan PartyBorrower or any Guarantor; provided, provided further, however, that the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents (but not the Enforcement Notice) Term Agent shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ Term Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent’s rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Secured PartyTerm Lender, the ABL Agent and each ABL Secured Party Lender agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Secured PartyTerm Lender, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral 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 ABL 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 filing of an involuntary Insolvency Proceeding.

No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Shared Collateral Agents[Term Loan] Agent, each Shared Collateral the [Term Loan] Secured PartyParties, the ABL Agent, the ABL Secured Parties, any Additional [Term] Agent and each ABL any Additional [Term] Secured Party Parties 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; Remedies (except as may be separately otherwise agreed in writing (including pursuant to any [Term] Intercreditor Agreement) by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby), provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) may enforce the provisions of the ABL Documents, the Shared [Term Loan] Agent (including in its capacity as [Term Loan] Collateral Agents Representative, if applicable) may enforce the provisions of the Shared [Term Loan] Documents, and any Additional [Term] Agent (including in its capacity as [Term Loan] Collateral Documents Representative, if applicable) may enforce the provisions of the Additional [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 mandatory provisions of applicable lawlaw (except as may be separately otherwise agreed in writing (including pursuant to any [Term] Intercreditor Agreement) by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby); provided, however, that prior to each of the Discharge of ABL ObligationsAgent (including in its capacity as ABL Collateral Representative, if applicable), the ABL Agent[Term Loan] Agent (including in its capacity as [Term Loan] Collateral Representative, if applicable), and any Additional [Term] Agent (including in the event of a Shared its capacity as [Term Loan] Collateral Enforcement DateRepresentative, the Shared Collateral Agents, agree if applicable) agrees to provide to the each other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) such Party copies of any notices that it is required under applicable law to deliver to any Loan Credit 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) any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and Documents, the Shared Collateral Agents’ [Term Loan] Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) any other such Party shall not impair any of the Shared Collateral Agents’ [Term Loan] Agent’s rights hereunder or under any of the Shared Collateral Documents. Each [Term Loan] Documents and any failure by any Additional [Term] Agent to provide any such copies to any other such Party shall not impair any of such Additional [Term] Agent’s rights hereunder or under any of the Shared applicable Additional [Term] Documents. (ii) The [Term Loan] Agent (including in its capacity as [Term Loan] Collateral AgentsRepresentative, each Shared Collateral if applicable), on behalf of itself and the [Term Loan] Secured PartyParties, the ABL Agent and each ABL Secured Party agrees (i) that it will not institute or join in any suit suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents and each Shared Collateral Secured Party, claim against either the ABL Agent or any other ABL Secured Party, and in 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, 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 ABL Collateral which that is consistent with the terms of this Agreement, and none of such Parties Persons shall be liable for any such action taken or omitted to be taken. (iii) The ABL Agent (including in its capacity as ABL Collateral Representative, or (ii) if applicable), on behalf of itself and the ABL Secured Parties, agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the [Term Loan] Agent or any other [Term Loan] 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 a petitioning creditor taken by such Person with respect to the Collateral that 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. The ABL Agent (including in its capacity as ABL Collateral Representative, if applicable), on behalf of itself and the ABL Secured Parties, agrees that it will not institute or join in any suit, Insolvency Proceeding or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any Additional [Term] Agent or any other Additional [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 that 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 (except as may be separately otherwise assist agreed in writing by and between such Additional [Term] Agent, on behalf of itself and the filing Additional [Term] Secured Parties represented thereby, and the ABL Agent, on behalf of an involuntary itself and the ABL Secured Parties). (iv) Each Additional [Term] Agent (including in its capacity as [Term Loan] Collateral Representative, if applicable), on behalf of itself and each Additional [Term] Secured Party represented thereby, agrees that it will not institute or join in any suit, Insolvency ProceedingProceeding 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional [Term] Agent, on behalf of itself and the Additional [Term] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties).

No Other Restrictions. (i) Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsTerm Loan Agent, each Shared Collateral the Term Loan Secured PartyParties, the ABL Agent, the ABL Lenders, any Additional Agent and each ABL Secured Party any Additional Creditors 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; 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), provided, however, that the Exercise of Secured Creditor Remedies with respect to the ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Term Loan Agent (including in its capacity as Term Loan Collateral Agents Representative, if applicable) may enforce the provisions of the Shared Term Loan Documents, any Additional Agent (including in its capacity as Term Loan Collateral Documents Representative, if applicable) may enforce the provisions of the Additional 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 mandatory provisions of applicable lawlaw (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); provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional Agent (including in the event of a Shared its capacity as Term Loan Collateral Enforcement DateRepresentative, the Shared Collateral Agents, agree if applicable) agrees to provide to the each other (x) an Enforcement Notice prior to the commencement of an Exercise Any Secured Creditor Remedies and (y) such Party copies of any notices that it is required under applicable law to deliver to any Loan PartyBorrower or any Guarantor; provided, further, however, that the ABL Agent’s failure to provide any such copies to the Shared Collateral Agents (but not the Enforcement Notice) any other such Party shall not impair any of the ABL Agent’s rights hereunder or under any of the ABL Documents and Documents, the Shared Collateral Agents’ Term Loan Agent’s failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) any other such Party shall not impair any of the Shared Collateral Agents’ Term Loan Agent’s rights hereunder or under any of the Shared Collateral Term Loan Documents. , and any failure by any Additional Agent to provide any such copies to any other such Party shall not impair any of such Additional Agent’s rights hereunder or under any of the Additional Documents. (ii) Each of the Shared Term Loan Agent (including in its capacity as Term Loan Collateral AgentsRepresentative, each Shared Collateral if applicable) and the Term Loan Secured Party, the ABL Agent and each ABL Secured Party Parties agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents and each Shared Collateral Secured Party, claim against either the ABL Agent or any other ABL Secured PartyParty 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 none of such Persons shall be liable for any such action taken or omitted to be taken. Each of the Term Loan Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and the case Term Loan 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 Additional Agent or any other Additional 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured Parties). (iii) Each of the ABL Agent and each 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 the Term Loan Agent or any other Term Loan 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 none of such Persons shall be liable for any such action taken or omitted to be taken. 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 Additional Agent or any other Additional 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the ABL Agent, on behalf of itself and the ABL Lenders). (iv) Each of any Additional Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional Creditors 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 PartyParty 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the ABL Agent, on behalf of itself and the ABL Lenders). Each of any Additional Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional Creditors 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 Shared Collateral Agents Term Loan Agent or any other Shared Term Loan 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 none of such Persons shall be liable for any such action taken or omitted to be taken (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the Term Loan Agent, on behalf of itself and the Term Loan Secured PartyParties). Each of any Additional Agent (including in its capacity as Term Loan Collateral Representative, if applicable) and any Additional Creditors 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 Additional Agent or any Additional Creditor represented by such other Additional Agent, 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 ABL Collateral which that is consistent with the terms of this Agreement, and none of such Parties Persons shall be liable for any such action taken or omitted to be takentaken (except as may be separately otherwise agreed in writing by and between such Additional Agents, or (ii) it will not be a petitioning creditor or otherwise assist in each case on behalf of itself and the filing of an involuntary Insolvency ProceedingAdditional Creditors represented thereby).

No Other Restrictions. Except as expressly set forth in this Agreement, each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Secured PartyTerm Noteholder, the ABL Agent Agent, and each ABL Secured Party Lender 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 ABL Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Sections 2.3 and Section 4.1 hereof. The ABL Agent may enforce the provisions of the ABL Documents, the Shared Collateral Agents Term Agent may enforce the provisions of the Shared Collateral 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 mandatory provisions of applicable law; provided, however, that prior to the Discharge each of ABL Obligations, the ABL Agent, Agent and in the event of a Shared Collateral Enforcement Date, the Shared Collateral Agents, agree Term Agent agrees to provide to the 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 Loan PartyBorrower or any Guarantor; provided, provided further, however, that the ABL Agent’s 's failure to provide any such copies to the Shared Collateral Agents (but not the Enforcement Notice) Term Agent shall not impair any of the ABL Agent’s 's rights hereunder or under any of the ABL Documents and the Shared Collateral Agents’ Term Agent's failure to provide any such copies to the ABL Agent (but not the Enforcement Notice) shall not impair any of the Shared Collateral Agents’ Term Agent's rights hereunder or under any of the Shared Collateral Term Documents. Each of the Shared Collateral AgentsTerm Agent, each Shared Collateral Secured PartyTerm Noteholder, the ABL Agent and each ABL Secured Party Lender agrees (i) that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding, or proceeding any other claim, in the case of the Shared Collateral Agents Term Agent and each Shared Collateral Secured PartyTerm Noteholder, against either the ABL Agent or any other ABL Secured Party, and in the case of the ABL Agent and each other ABL Secured Party, against either the Shared Collateral Agents Term Agent or any other Shared Collateral 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 ABL 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 filing of an involuntary Insolvency Proceeding.