Common use of Remedies Standstill Clause in Contracts

Remedies Standstill. (a) The New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral Agent nor any New First Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Documents or applicable law as to any Common Collateral. (b) Notwithstanding the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Each Term Agent, on behalf of itself and the New First Lien Term Secured PartiesParties represented by such Term Agent, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral no Term Agent nor any New First Lien Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and and, subject to Section 3.7, will not take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral any Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and treated in accordance with the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself Section 3.7 and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral AgentSection 4.1(a). Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement Date)ABL Agent) and prior to the date upon which the Discharge of Term Obligations shall have occurred, the New First Lien Controlling Term Agent on behalf of the Term Secured Parties may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Controlling Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Term Obligations shall have occurred, neither the ABL Agent nor any ABL Secured Party will Exercise Any Secured Creditor Remedies with respect to the Term Priority Collateral without the written consent of the Controlling Term Agent, and, subject to Section 3.7, will not take, receive or accept any Proceeds of the Term Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Term Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are treated in accordance with the provisions of Section 3.7 and Section 4.1(a). From and after the date upon which the Discharge of Term Obligations (or prior thereto upon obtaining the written consent of the Controlling Term Agent) and prior to the date upon which the Discharge of ABL Obligations shall have occurred, the ABL Agent or any New First Lien ABL Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien ABL Documents or applicable law as to any Common Term Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or the ABL Secured Parties is at all times subject to the provisions of this Agreement. (bc) Notwithstanding the provisions of Section Sections 2.3(a), 2.3(b) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Term Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorCredit Party, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent Agents or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties Party has a priority Lien or the rights of the other Collateral Agent Agents or any of the other Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or appropriate responsive or defensive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, Party or (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization reorganization, proposal or file plan of compromise or arrangement or filing any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Credit Party, in each case under clauses (i) through (viiiv) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, with the express terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral Term Agent nor any New First Lien Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien Collateral Term Agent or any New First Lien Term Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Term Documents or applicable law as to any Common ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Term Obligations shall have occurred, neither the ABL Agent nor any ABL Secured Party will Exercise Any Secured Creditor Remedies with respect to the Term Priority Collateral without the written consent of the Term Agent, and will not take, receive or accept any Proceeds of the Term Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Term Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the Term Agent. From and after the date upon which the Discharge of Term Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Term Agent), the ABL Agent or any ABL Secured Party may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Term Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or the ABL Secured Parties is at all times subject to the provisions of this Agreement. (c) Notwithstanding the provisions of Section Sections 2.3(a), 2.3(b) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Term Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorCredit Party, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties Party has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforceenforce its Lien) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, Party or (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Credit Party, in each case (i) through (viiiv) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, with the express terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Secured PartiesTerm Lenders, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral Term Agent nor any New First Lien Secured Party Term Lender will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien Collateral Term Agent or any New First Lien Secured Party Term Lender may Exercise Any Secured Creditor Remedies under the New First Lien Term Documents or applicable law as to any Common ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (b) Notwithstanding The ABL Agent, on behalf of itself and the ABL Lenders, agrees that, until the date upon which the Discharge of Term Obligations shall have occurred, neither the ABL Agent nor any ABL Lender will Exercise Any Secured Creditor Remedies with respect to the Term Priority Collateral without the written consent of the Term Agent, and will not take, receive or accept any Proceeds of the Term Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Term Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Term Agent. From and after the date upon which the Discharge of Term Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Term Agent), the ABL Agent or any ABL Lender may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Term Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent is at all times subject to the provisions of this Agreement, including Section 2.3(a4.1 hereof. (c) or Notwithstanding any other provision of this Agreement but subject to the First Lien Intercreditor Agreementagreement, nothing contained herein shall be construed to prevent any Collateral (i) the ABL Agent or any Secured Party ABL Lender from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition objecting to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral the Term Agent or any other Secured Party Term Lender in full or partial satisfaction of any Term Obligations of (ii) the Term Agent or any Term Lender from objecting to any proposed retention of collateral by the ABL Agent or any ABL Lender in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this AgreementObligations. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors: (i) will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of each Senior Priority Agent; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any remedies the exercise of which is otherwise prohibited by this Agreement, including, without limitation, Article VI) after a period of 180 consecutive days has elapsed from the date hereof until of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the date upon which applicable Junior Priority Credit Agreement) has occurred and is continuing thereunder and that the Discharge Junior Priority Obligations are currently due and payable in full (whether as a result of ABL acceleration or otherwise) and stating its intention to Exercise Any Secured Creditor Remedies (the “Junior Standstill Period”), and then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as (1) no Event of Default relating to the payment of interest, principal, fees or other Senior Priority Obligations shall have occurred, neither the New First Lien Collateral Agent nor any New First Lien occurred and be continuing and (2) no Senior Priority Secured Party will shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise Any of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any Common Collateral without the written consent of the ABL Collateral Agentother stay in any Insolvency Proceeding) and, and in each case, such Junior Priority Agent has notice thereof, and (ii) will not knowingly take, receive or accept any Proceeds of Common the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative. From and after the Discharge of Senior Priority Obligations (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1. (b) Each Senior Priority Agent, for and on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors will not (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby) Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of the Collateral without the written consent of the Senior Priority Representative and will not knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral AgentSenior Priority Representative; provided thatthat nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agentif applicable. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the New First Lien Senior Priority Documents or applicable law as to any Common Collateral. (b) Notwithstanding ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreementincluding Section 4.1. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth Nothing in this Agreement and shall prohibit the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf receipt by any Secured Party of the New First Lien required payments of interest, principal and other amounts owed in respect of the Senior Priority Obligations or Junior Priority Obligations, as the case may be, so long as such receipt is not the direct or indirect result of the exercise by any Secured Parties, agrees that, unless and until Party of rights or remedies as a secured creditor in respect of the Discharge Collateral (including set-off) or enforcement in contravention of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to this Agreement of any Lien held by it in the Common Collateralit. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Second Lien Collateral Agent nor any New First Second Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Collateral without the written consent of the ABL Collateral AgentCollateral, and will not take, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date)occurred, the New First Second Lien Collateral Agent or any New First Second Lien Secured Party may Exercise Any Secured Creditor Remedies under the New First Second Lien Documents or applicable law as to any Common Second Lien Collateral. (b) Notwithstanding the provisions of Section Sections 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Second Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorLoan Party, (ii) taking any action (not adverse to the priority status Lien Priority of the Liens of the other Collateral Agent ABL Agents or other ABL Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral ABL Agent or any of the other ABL Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common ABL Collateral or Second Lien Collateral, as applicable, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file filing any proof of claim in any Insolvency Proceeding of any GrantorLoan Party, or (viiv) objecting to the proposed retention of collateral the Collateral by any other Collateral Agent the ABL Agents or any other ABL Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured PartyObligations, in each case (i) through (viiv) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, with the terms of this Agreement. (c) Subject to Section 2.3(b)Each of the Second Lien Agent, each Second Lien Secured Party, the ABL Agents 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 any claim, in the New First Lien Collateral Agent, for itself and on behalf case of the New First Second Lien Agent and each Second Lien Secured PartiesParty, agrees that neither it nor against either the ABL Agents or any such New First other ABL Secured Party, and in the case of the ABL Agents and each other ABL Secured Party, against either the Second Lien Agent or any other Second Lien Secured Party will take Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action that would hinder any exercise of remedies undertaken taken or omitted to be taken by the ABL Collateral Agent or the ABL Secured Parties such Person with respect to the Receivables ABL Collateral or Second Lien Collateral, including any saleas applicable, lease, exchange, transfer or other disposition which is consistent with the terms of Receivables Collateral, whether by foreclosure or otherwisethis Agreement, and none of such Parties shall be liable for any such action taken or omitted to be taken, or (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as will not be a junior lien petitioning creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it assist in the Common Collateralfiling of an involuntary Insolvency Proceeding. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Term Loan Agent, on behalf of itself and the New First Lien Term Loan Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Agent Representative, as applicable) nor any New First Lien Term Loan Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, Agent and will not knowingly take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Term Loan Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral AgentRepresentative. Subject to the First Lien Intercreditor AgreementSections 2.3(b) and 2.3(g) hereof, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien Collateral Term Loan Agent or any New First Lien Term Loan Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Term Loan Documents or applicable law as to any Common ABL Priority Collateral. (b) Notwithstanding ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Loan Agent or any Term Loan Secured Party is at all times subject to the provisions of this Agreement, including Section 2.3(a) or any other provision of this Agreement but subject 4.1 hereof. Notwithstanding anything to the First Lien Intercreditor Agreementcontrary contained herein, nothing contained herein shall be construed to prevent any Collateral the Term Loan Agent or any Term Loan Secured Party from may: (i) filing file a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Term Loan Obligations; provided that an Insolvency Proceeding has been commenced by or against any Grantor, ; (ii) taking take any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien ABL Priority Collateral, or the rights of the other Collateral ABL Agent or any of the other ABL Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under Article 6) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority of its Lien on, any Common of the ABL Priority Collateral, ; (iii) filing file any necessary responsive or responsive defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading filed made by any Person person objecting to or otherwise seeking the disallowance of the claim claims of the Term Loan Secured Parties, including any claims secured by the Term Loan Priority Collateral or Lien the ABL Priority Collateral, if any, in each case in accordance with the terms of such Collateral Agent or Secured Party, this Agreement; (iv) filing file any pleadings, objections, motions, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (viincluding the Bankruptcy Laws of any applicable jurisdiction) voting and, subject to the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available to secured creditors solely with respect to the Term Loan Priority Collateral; and (v) vote on any plan Plan of reorganization or Reorganization, file any proof of claim claim, make other filings and make any arguments and motions (including in any Insolvency Proceeding support of or opposition to, as applicable, the confirmation or approval of any Grantor, or (viiPlan of Reorganization) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Partythat are, in each case (i) through (vii) above to the extent not inconsistent withcase, or could not result in a resolution inconsistent with, accordance with the terms of this Agreement. (c) Subject to Section 2.3(b), (i) . Without limiting the New First Lien Collateral Agent, for itself and on behalf generality of the New First Lien Secured Partiesforegoing or of the other provisions of this Agreement, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect vote to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwiseaccept, and (ii) any other act to support the New First Lien Collateral Agentconfirmation or approval of, for itself any Non-Conforming Plan of Reorganization shall be inconsistent with and on behalf accordingly, a violation of the New First Lien Secured Partiesterms of this Agreement, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL DocumentsAgent shall be entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of Reorganization withdrawn. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurredSenior Priority Obligations, neither the New First Lien Collateral such Junior Priority Agent nor any New First Lien Secured Party and such Junior Priority Creditors: (i) will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to any Common the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of the ABL Collateral AgentSenior Priority Representative; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any Secured Creditor Remedies the exercise of which is otherwise prohibited by this Agreement, including Article VI) after a period of 45 consecutive days has elapsed from the date of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the applicable Junior Priority Credit Facility) has occurred and is continuing thereunder and stating its intention to Exercise Any Secured Creditor Remedies (the “Standstill Period”), and then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as (1) no Event of Default relating to the payment of interest, principal, fees or other Senior Priority Obligations shall have occurred and be continuing and (2) no Senior Priority Secured Party shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency Proceeding), and (ii) will not knowingly take, receive or accept any Proceeds of Common the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative after of the Junior Priority Agent’s actual knowledge of such deposit. From and after the date on which the Discharge of Senior Priority Obligations shall have occurred (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1. Notwithstanding anything to the contrary contained herein, any Junior Priority Agent or any Junior Priority Secured Party may: (1) file a claim or statement of interest with respect to the Junior Priority Obligations; provided that an Insolvency Proceeding has been commenced by or against any Credit Party; (2) take any action (not adverse to the priority status of the Liens granted to any Senior Priority Agent or any Senior Priority Creditors on the Collateral, or the rights of the Senior Priority Agent or any of the Senior Priority Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under Article VI) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority of its Lien on, any of the Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Junior Priority Secured Parties represented thereby or of the same Series of Junior Priority Debt, in accordance with the terms of this Agreement; (4) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Credit Parties arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with or prohibited by the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction); and (5) vote on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance with the terms of this Agreement. (b) Any Senior Priority Agent, for and on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors will not (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of the Collateral without the written consent of the Senior Priority Representative and will not knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral AgentSenior Priority Representative; provided thatthat nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agentif applicable. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the New First Lien Senior Priority Collateral Documents or applicable law as to any Common Collateral. (b) Notwithstanding the provisions ; provided, however, that any Exercise of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding Creditor Remedies with respect to any Lien held Collateral by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, Senior Priority Representative is at all times subject to the First Lien provisions of this Agreement, including Section 4.1 hereof and of the Base Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Term Loan Agent, on behalf of itself and the New First Lien Term Loan Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurredObligations, neither the New First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Agent Representative, as applicable) nor any New First Lien Term Loan Secured Party will will, or seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, Agent and will not knowingly take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Term Loan Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral AgentRepresentative. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New Term Loan Collateral Representative may Exercise Any Secured Creditor Remedies under the First Lien Term Loan Documents or applicable law as to any ABL Priority Collateral pursuant to the provisions of the First/Second Lien Term Loan Intercreditor Agreement; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Loan Collateral Representative, the First Lien Term Loan Agent or any New First Lien Term Loan Secured Party is at all times subject to the provisions of this Agreement, including this Section 2.3 and Section 4.1 hereof. (b) The Second Lien Term Loan Agent, on behalf of itself and the Second Lien Term Loan Secured Parties, agrees that, until the Discharge of ABL Obligations, neither the Second Lien Term Loan Agent (including in its capacity as Term Loan Collateral Representative, as applicable) nor any Second Lien Term Loan Secured Party will, or seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent and will not knowingly take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Second Lien Term Loan Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Representative. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Term Loan Collateral Representative may Exercise Any Secured Creditor Remedies under the Second Lien Term Loan Documents or applicable law as to any ABL Priority Collateral pursuant to the provisions of the First/Second Lien Term Loan Intercreditor Agreement; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Loan Collateral Representative, the Second Lien Term Loan Agent or any Second Lien Term Loan Secured Party is at all times subject to the provisions of this Agreement, including this Section 2.3 and Section 4.1 hereof. (c) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that until the Discharge of First Lien Term Loan Obligations, neither the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) nor any ABL Secured Party will, or seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Term Loan Priority Collateral without the written consent of the Term Loan Collateral Representative and will not knowingly take, receive or accept any Proceeds of the Term Loan Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Term Loan Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Term Loan Collateral Representative. From and after the date upon which the Discharge of First Lien Term Loan Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Term Loan Collateral Representative), the ABL Agent or any ABL Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien ABL Documents or applicable law as to any Common Term Loan Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or any ABL Secured Party is at all times subject to the provisions of this Agreement, including this Section 2.3 and Section 4.1 hereof. (bd) Notwithstanding The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that until the Discharge of Second Lien Term Loan Obligations, neither the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) nor any ABL Secured Party will, or seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Term Loan Priority Collateral without the written consent of the Term Loan Collateral Representative and will not knowingly take, receive or accept any Proceeds of the Term Loan Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Term Loan Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Term Loan Collateral Representative. From and after the date upon which the Discharge of Xxxxxx Xxxx Xxxx Loan Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Term Loan Collateral Representative), the ABL Agent or any ABL Secured Party may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Term Loan Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or any ABL Secured Party is at all times subject to the provisions of this Agreement, including this Section 2.3(a2.3 and Section 4.1 hereof. (e) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that until the Discharge of Additional Term Obligations, neither the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) nor any ABL Secured Party will, or seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Term Loan Priority Collateral without the written consent of the Term Loan Collateral Representative and will not knowingly take, receive or accept any Proceeds of the Term Loan Priority Collateral (except, in each case, as may be separately otherwise agreed in writing by and between an 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), it being understood and agreed that the temporary deposit of Proceeds of Term Loan Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Term Loan Collateral Representative. From and after the date upon which the Discharge of Additional Term Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Term Loan Collateral Representative), the ABL Agent or any ABL Secured Party may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Term Loan Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or any ABL Secured Party is at all times subject to the provisions of this Agreement, including this Section 2.3 and Section 4.1 hereof. (f) Any Additional Term Agent, on behalf of itself and any Additional Term Secured Parties represented thereby, agrees that until the Discharge of ABL Obligations, neither such Additional Term Agent (including in its capacity as Term Loan Collateral Representative, if applicable) nor any such Additional Term Secured Party will, or seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent and will not knowingly take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by such Additional First Lien Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Representative. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Term Loan Collateral Representative may Exercise Any Secured Creditor Remedies under the applicable Additional Term Documents or applicable law as to any ABL Priority Collateral pursuant to the provisions of the First/Second Lien Term Loan Intercreditor Agreement; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Additional Term Agent or Additional Term Secured Party is at all times subject to the provisions of this Agreement, including this Section 2.3 and Section 4.1 hereof. (g) Notwithstanding any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral (i) the ABL Agent or any ABL Secured Party from (i) filing a claim or statement objecting to any proposed retention of interest with respect to Collateral by the ABL Obligations or New First Lien Obligations owed to it Term Loan Agent or any First Lien Term Loan Secured Party in full or partial satisfaction of any Insolvency Proceeding commenced by or against any GrantorFirst Lien Term Loan Obligations, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral ABL Agent or any ABL Secured Party from objecting to any proposed retention of Collateral by the other Second Lien Term Loan Agent or any Second Lien Term Loan Secured Parties to exercise remedies Party in respect thereof) in order to create, perfect, preserve full or protect (but not enforce) its partial satisfaction of any Second Lien on any Common CollateralTerm Loan Obligations, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or First Lien of such Collateral Term Loan Agent or any First Lien Term Loan Secured Party, (iv) filing or the Second Lien Term Loan Agent or any pleadings, objections, motionsSecond Lien Term Loan Secured Party, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding Additional First Lien Term Agent or applicable non-bankruptcy lawany Additional First Lien Term Secured Party or any Additional Second Lien Term Agent or any Additional Second Lien Term Secured Party, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) from objecting to the any proposed retention of collateral Collateral by any other Collateral the ABL Agent or any other ABL Secured Party in full or partial satisfaction of any ABL Obligations Obligations, (iv) the ABL Agent or New any ABL Secured Party from objecting to any proposed retention of Collateral by any Additional First Lien Obligations due to such other Collateral Term Agent or any Additional First Lien Term Secured Party in full or partial satisfaction of any Additional First Lien Term Obligations, or (v) the ABL Agent or any ABL Secured Party, or the First Lien Term Loan Agent from objecting to any proposed retention of Collateral by any Additional Second Lien Term Agent or any Additional Second Lien Term Secured Party in each full or partial satisfaction of any Additional Second Lien Term Obligations. (h) Nothing in this Agreement shall prohibit the receipt by any Secured Party of the required payments of interest, principal and other amounts owed in respect of the ABL Obligations, First Lien Term Loan Obligations, Second Lien Term Loan Obligations or Additional Term Obligations, as the case (i) through (vii) above to may be, so long as such receipt is not the extent not inconsistent with, direct or could not indirect result of the Exercise of Secured Creditor Remedies by any Secured Party in a resolution inconsistent with, respect of the terms Collateral in contravention of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors: (i) will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of the Senior Priority Representative; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies after a period of 180 consecutive days has elapsed from the date hereof until of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the date upon which applicable Junior Priority Credit Facility) has occurred and is continuing thereunder and stating its intention to Exercise Any Secured Creditor Remedies (the Discharge of ABL Obligations “Standstill Period”), and then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as no Senior Priority Secured Party shall have occurredcommenced (or attempted to commence or given notice of its intent to commence) the Exercise of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency Proceeding); provided further that notwithstanding anything herein to the contrary, neither in no event shall the New First Lien Collateral Junior Priority Agent nor any New First Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common the Collateral without if, notwithstanding the written consent expiration of the ABL Collateral AgentStandstill Period, Senior Priority Secured Party shall have commenced and be diligently pursuing the Exercise of Secured Creditor Remedies (or shall have sought or requested relief or modification of the automatic stay or any other stay in an Insolvency Proceeding to enable the commencement and pursuit thereof); and (ii) will not contest, protest or object to any foreclosure proceeding or action brought by the Senior Priority Representative or any other Senior Priority Agent of any rights and remedies relating to the Collateral under the Senior Priority Credit Facilities or otherwise, in each case so long as any Proceeds are distributed in accordance with Section 4.01; (iii) will not knowingly take, receive or accept any Proceeds of Common the Collateral in connection with any Exercise of Secured Creditor Remedies except to the extent such Proceeds were paid pursuant to Section 4.01; and (iv) subject to their rights under clause (a)(i) above, will not object to the forbearance by the Senior Priority Representative or any other Senior Priority Agent or the Senior Priority Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement each case so long as such any Proceeds are promptly remitted to distributed in accordance with Section 4.01. (b) Until the ABL Collateral Agent; provided thatDischarge of Senior Priority Obligations, whether or not any Insolvency Proceeding has been commenced by or against any Loan Party, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date2.03(a)(i), the New First Lien Collateral Agent acting on behalf of itself and Senior Priority Representative (or its agent or nominee) shall have the New First Lien exclusive right to Exercise Any Secured Parties may exercise such remedies Creditor Remedies without such prior written any consultation with or the consent of the Junior Priority Representative, any other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from Junior Priority Agent or any Junior Priority Creditor; provided that any Proceeds are distributed in accordance with Section 4.01. (c) From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date)Senior Priority Obligations, the New First Lien Collateral any Junior Priority Agent or and any New First Lien Secured Party Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the New First Lien Junior Priority Documents or applicable law as to any Common Collateral. (b) Notwithstanding ; subject to the provisions of this Agreement, including Section 2.3(a) or any other provision of this Agreement but subject 4.01. Notwithstanding anything to the First Lien Intercreditor Agreementcontrary contained herein, nothing contained herein shall be construed to prevent any Collateral Junior Priority Agent or any Junior Priority Secured Party from may: (i) filing make such demands or file such claims in respect of the [Senior] [Junior] Priority Obligations owed to such [Senior] [Junior] Priority Agent and the [Senior] [Junior] Priority Creditors represented thereby as are necessary to prevent the waiver or bar of such claims under applicable statutes of limitations or other statutes, court orders, or rules of procedure at any time; (ii) file a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, Junior Priority Obligations; (iiiii) taking take any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority of its Lien on, any Common of the Collateral, ; (iiiiv) filing file any necessary responsive or responsive defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading filed made by any Person person objecting to or otherwise seeking the disallowance of the claim claims of the Junior Priority Secured Parties represented thereby or Lien of such Collateral Agent or Secured Partythe same Series of Senior Priority Debt, in accordance with the terms of this Agreement; (ivv) filing file any pleadings, objections, motions, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors Loan Parties arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction); and (vi) voting vote on any plan Plan of reorganization or Reorganization, file any proof of claim claim, make other filings and make any arguments and motions (including in any Insolvency Proceeding support of or opposition to, as applicable, the confirmation or approval of any Grantor, or (viiPlan of Reorganization) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Partythat are, in each case (i) through (vii) above to the extent not inconsistent withcase, or could not result in a resolution inconsistent with, accordance with the terms of this Agreement. (cd) Subject to Section 2.3(b), (i) the New First Lien Collateral Any Senior Priority Agent, for itself and on behalf of the New First Lien Secured Partiesitself and any Senior Priority Creditors represented thereby, agrees that neither it nor any such New First Lien Secured Party Senior Priority Agent and such Senior Priority Creditors will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwisenot, and will not seek to, Exercise Any Secured Creditor Remedies (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor institute or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted join in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement DateCollateral without the written consent of the Senior Priority Representative; provided that nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, if applicable. The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the Senior Priority Collateral Documents or applicable law as to any Collateral subject to the First provisions of this Agreement, including Section 4.01 hereof. Notwithstanding anything to the contrary contained herein, any Senior Priority Agent or any Senior Priority Secured Party may: (i) make such demands or file such claims in respect of the [Senior] [Junior] Priority Obligations owed to such [Senior] [Junior] Priority Agent and the [Senior] [Junior] Priority Creditors represented thereby as are necessary to prevent the waiver or bar of such claims under applicable statutes of limitations or other statutes, court orders, or rules of procedure at any time; (ii) file a claim or statement of interest with respect to the Senior Priority Obligations; (iii) take any action in order to create, prove, perfect, preserve or protect (but not enforce) its Lien Intercreditor on and rights in, and the perfection and priority of its Lien on, any of the Collateral; (iv) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Senior Priority Secured Parties represented thereby in accordance with the terms of this Agreement; (v) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction); and (vi) vote on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance with the terms of this Agreement.

Remedies Standstill. (a) The New First Lien Shared Collateral AgentAgents, on behalf of itself and the New First Lien Shared Collateral Secured Parties, agrees agree that, from the date hereof until the earlier of (i) the Shared Collateral Enforcement Date, or (ii) the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Shared Collateral Agent Agents nor any New First Lien Shared Collateral Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Collateral without the written consent of the ABL Collateral AgentAgent and the Required Lenders (as defined in the ABL Credit Agreement), and will not take, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral AgentCollateral. Subject to the First Lien Intercreditor Agreement, from From and after the earlier of (i) the Shared Collateral Enforcement Date or (ii) the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date)occurred, the New First Lien Shared Collateral Agent Agents or any New First Lien Shared Collateral Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Shared Collateral Documents or applicable law as to any Common ABL Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Collateral by the Shared Collateral Agents is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (b) Notwithstanding the provisions of Section Sections 2.3(a) or any other provision of this Agreement but subject Agreement, prior to the First Lien Intercreditor AgreementDischarge of ABL Obligations, nothing contained herein shall be construed to prevent any (i) the Shared Collateral Agent Agents or any Shared Collateral Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Shared Collateral Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorLoan Party, (ii) taking take any action (not adverse to the priority status of the Liens of the other Collateral ABL Agent or other ABL Secured Parties on the Common ABL Collateral in which such other Collateral the ABL Agent or other ABL Secured Parties has have a priority Lien or the rights of the other Collateral ABL Agent or any of the other ABL Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common ABL Collateral, (iii) filing file any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such the Shared Collateral Agent Agents or Shared Collateral Secured PartyParties, (iv) filing file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors Loan Parties arising under any Insolvency Proceeding or applicable non-bankruptcy law, (viv) voting vote on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any GrantorLoan Party, or (viivi) objecting object to the proposed retention of collateral ABL Collateral by any other Collateral the ABL Agent or any other ABL Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral the ABL Agent or ABL Secured PartyParties, in each case (i) through (viiiv) and (vi) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b). Notwithstanding the foregoing, (i) nothing in this Agreement shall prevent the New First Lien Authorized Shared Collateral Agent, for itself and on behalf of the New First Lien Shared Collateral Secured Parties, agrees that neither it nor any such New First Lien from the Exercise of Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties Creditor Remedies with respect to the Receivables GeoffreyNon-Shared Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object thansubject to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as provisions set forth in this Agreement Sections 3.6 and the ABL Documents3.7. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurredSenior Priority Obligations, neither the New First Lien Collateral such Junior Priority Agent nor any New First Lien Secured Party and such Junior Priority Creditors: (i) will not Exercise Any Secured Creditor Remedies with respect to any Common the Collateral without the written consent of each Senior Priority Agent; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any remedies the ABL Collateral Agentexercise of which is otherwise prohibited by this Agreement, including, without limitation, Section 6) after a period of 180 consecutive days has elapsed from the date of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the applicable Junior Priority Credit Agreement) has occurred and is continuing thereunder and stating its intention to Exercise Any Secured Creditor Remedies (the “ Junior Standstill Period”), and then only so long as (1) no Event of Default relating to the payment of interest, principal, fees or other Senior Priority Obligations shall have occurred and be continuing and (2) no Senior Priority Secured Party shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency Proceeding) and, in each case, such Junior Priority Agent has notice thereof, and (ii) will not take, receive or accept any Proceeds of Common the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative in the same form as received with any necessary endorsements. From and after the Discharge of Senior Priority Obligations (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1. (b) Any Senior Priority Agent, on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors: (i) will not Exercise Any Secured Creditor Remedies with respect to the Collateral without the written consent of the Senior Priority Representative; provided that any Senior Priority Agent who is not then the Senior Priority Representative may Exercise Any Secured Creditor Remedies (other than any remedies the exercise of which is otherwise prohibited by this Agreement, including, without limitation, Section 6) after a period of 120 consecutive days has elapsed from the date of delivery of written notice by such Senior Priority Agent to each other Senior Priority Agent stating that an Event of Default (as defined under the applicable Senior Priority Credit Agreement) has occurred and is continuing thereunder and stating its intention to Exercise Any Secured Creditor Remedies (the “Senior Standstill Period”), and then only so long as the Senior Priority Representative shall not have commenced (or attempted to commence or given notice of its intent to commence) the Exercise of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency Proceeding), and (ii) will not take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby and except as provided in Section 4.1 hereof), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account (as defined in Article 9 of the UCC) controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral AgentSenior Priority Representative in the same form as received with any necessary endorsements; provided thatthat nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agentif applicable. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the New First Lien Senior Priority Documents or applicable law as to any Common Collateral. (b) Notwithstanding ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreementincluding Section 4.1 hereof. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Any Junior Priority Agent, for itself and on behalf of the New First Lien Secured Partiesitself and any Junior Priority Creditors represented thereby, agrees that neither it nor any such New First Lien Junior Priority Agent and such Junior Priority Creditors will not Exercise Any Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties Creditor Remedies with respect to any of the Receivables CollateralCollateral without the written consent of the Junior Priority Representative and will not take, including receive or accept any saleProceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Junior Priority Agents, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and in each case on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby), hereby waives any it being understood and all rights it or any agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account (as defined in Article 9 of the UCC) controlled by such New First Lien Secured Party may have Junior Priority Agent shall not constitute a breach of this Agreement so long as a junior lien creditor or otherwise to object such Proceeds are promptly remitted to the manner Junior Priority Representative; provided that nothing in which this sentence shall prohibit any Junior Priority Agent from taking such actions in its capacity as Junior Priority Representative, if applicable. The Junior Priority Representative may Exercise Any Secured Creditor Remedies under the ABL Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral Agent or by the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties Junior Priority Representative is adverse at all times subject to the interests provisions of the New First Lien Secured Partiesthis Agreement, including Section 4.1 hereof. (d) The New First Lien Collateral Any Senior Priority Agent, for itself and on behalf of the New First Lien Secured Partiesitself and any Senior Priority Creditors represented thereby, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights such Senior Priority Agent and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it such Senior Priority Creditors will not commence, or join with any Person (other than the ABL Exercise Any Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding Creditor Remedies with respect to any Lien held of the Collateral without the written consent of the Senior Priority Representative and will not take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by it and between or among all Senior Priority Agents, in each case on behalf of itself and the Common Collateral. (f) Notwithstanding the foregoing, clauses (cSenior Priority Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account (das defined in Article 9 of the UCC) and (e) controlled by such Senior Priority Agent shall not constitute a breach of this Section 2.3 Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative; provided that nothing in this sentence shall not apply prohibit any Senior Priority Agent from and after taking such actions in its capacity as senior Priority Representative, if applicable; provided, further, that nothing in this sentence shall prohibit any Senior Priority Agent from the occurrence Exercise of Secured Creditor Remedies following the expiration of the New First Lien Enforcement DateSenior Standstill Period, if permitted pursuant to the proviso to Section 2.3(b)(i). The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the Senior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the First Lien Intercreditor provisions of this Agreement, including Section 4.1 hereof. Each Senior Priority Agent hereby appoints the Senior Priority Representative as its agent and authorizes the Senior Priority Representative to undertake any Exercise of Secured Creditor Remedies under any Senior Priority Collateral Document so long as the Senior Priority Representative is contemporaneously undertaking the same Exercise of Secured Creditor Remedies under the Senior Priority Collateral Documents of each Series of Senior Priority Debt and in connection with any sale or other disposition of Collateral the Senior Priority Representative may release the security interest of any other Senior Priority Agent so long as the lien of each Senior Priority Agent is released simultaneously to the same extent and the Senior Priority Representative distributes the proceeds of any such sale or other disposition as provided in Section 4.1 hereof.

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors: (i) will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of each Senior Priority Agent; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any remedies the exercise of which is otherwise prohibited by this Agreement, including, without limitation, Article VI) after a period of 180 consecutive days has elapsed from the date hereof until of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the date upon which applicable Junior Priority Credit Agreement) has occurred and is continuing thereunder and that the Discharge Junior Priority Obligations are currently due and payable in full (whether as a result of ABL acceleration or otherwise) and stating its intention to Exercise Any Secured Creditor Remedies (the “ Junior Standstill Period”), and then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as (1) no Event of Default relating to the payment of interest, principal, fees or other Senior Priority Obligations shall have occurred, neither the New First Lien Collateral Agent nor any New First Lien occurred and be continuing and (2) no Senior Priority Secured Party will shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise Any of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any Common Collateral without the written consent of the ABL Collateral Agentother stay in any Insolvency Proceeding) and, and in each case, such Junior Priority Agent has notice thereof, and (ii) will not knowingly take, receive or accept any Proceeds of Common the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative. From and after the Discharge of Senior Priority Obligations (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1. (b) Each Senior Priority Agent, for and on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors will not (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby) Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of the Collateral without the written consent of the Senior Priority Representative and will not knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral AgentSenior Priority Representative; provided thatthat nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agentif applicable. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the New First Lien Senior Priority Documents or applicable law as to any Common Collateral. (b) Notwithstanding ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the provisions of Section 2.3(a) or any other provision of this Agreement but subject to (including Section 4.1 hereof) and of the First Lien Base Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth Nothing in this Agreement and shall prohibit the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf receipt by any Secured Party of the New First Lien required payments of interest, principal and other amounts owed in respect of the Senior Priority Obligations or Junior Priority Obligations, as the case may be, so long as such receipt is not the direct or indirect result of the exercise by any Secured Parties, agrees that, unless and until Party of rights or remedies as a secured creditor in respect of the Discharge Collateral (including set-off) or enforcement in contravention of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to this Agreement of any Lien held by it in the Common Collateralit. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Cash Flow Agent, on behalf of itself and the New First Lien Cash Flow Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral Cash Flow Agent nor any New First Lien Cash Flow Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and and, subject to Section 3.1, will not take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Cash Flow Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after the later of (i) receipt and (ii) Cash Flow Agent having actual knowledge that such amount constitutes Proceeds of ABL Priority Collateral) remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien Collateral Cash Flow Agent or any New First Lien Cash Flow Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Cash Flow Documents or applicable law as to any Common ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Cash Flow Agent or the Cash Flow Secured Parties is at all times subject to the provisions of this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Cash Flow Obligations shall have occurred, neither the ABL Agent nor any ABL Secured Party will Exercise Any Secured Creditor Remedies with respect to the Cash Flow Priority Collateral without the written consent of the Cash Flow Agent, and, subject to Section 3.1, will not take, receive or accept any Proceeds of the Cash Flow Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Cash Flow Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after (i) receipt and (ii) ABL Agent having actual knowledge that such amount constitutes Proceeds of Cash Flow Priority Collateral) remitted to the Cash Flow Agent. From and after the date upon which the Discharge of Cash Flow Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Cash Flow Agent), the ABL Agent or any ABL Secured Party may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Cash Flow Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or the ABL Secured Parties is at all times subject to the provisions of this Agreement. (c) Each Junior Agent that becomes a party to this Agreement, on behalf of itself and the Junior Secured Parties represented thereby, agrees that from the date such Junior Agent becomes a party to this Agreement until the date upon which the Discharge of Senior Obligations shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against any Credit Party, (i) neither such Junior Agent nor any Junior Secured Party represented thereby will (x) Exercise Any Secured Creditor Remedies with respect to any Junior Shared Collateral in respect of any Junior Obligations, (y) contest, protest or object to any Exercise of Any Secured Creditor Remedies brought with respect to the Junior Shared Collateral or any other Senior Collateral by any Senior Agent or any Senior Secured Party in respect of the Senior Obligations, including the exercise of any right by any Senior Agent or any Senior Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Senior Agent or any Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party of any rights and remedies relating to the Junior Shared Collateral under the ABL Documents or the Cash Flow Documents, as applicable, or otherwise in respect of the Senior Collateral or the Senior Obligations, or (z) object to the forbearance by the Senior Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Junior Shared Collateral in respect of Senior Obligations and (ii) the Senior Agents and the Senior Secured Parties shall have the exclusive right to Exercise Any Secured Creditor Remedies in accordance with the provisions of this Agreement (including clause (a) and (b) above) (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Junior Shared Collateral without any consultation with or the consent of any Junior Agent or any Junior Secured Party. In exercising rights and remedies with respect to the Senior Collateral, the Senior Agents and the Senior Secured Parties may enforce the provisions of the ABL Documents and the Cash Flow Documents, as applicable, and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion consistent with the terms of this Agreement (including clauses (a) and (b) above). Such exercise and enforcement shall include the rights of an agent appointed by the Senior Secured Parties to sell or otherwise dispose of Junior Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Debtor Relief Laws of any applicable jurisdiction. (d) Notwithstanding the provisions of Section Sections 2.3(a), 2.3(b), 2.3(c) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations, the Cash Flow Obligations or New First Lien the Junior Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorCredit Party, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent Agent(s) or other Secured Parties on the Common Collateral in which such other Collateral Agent Agent(s) or other Secured Parties Party has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors Credit Parties arising under any Insolvency Proceeding or applicable non-bankruptcy lawlaw so long as such rights and remedies do not violate and are not otherwise inconsistent with any express provision of this Agreement, (viv) voting on any plan of reorganization or file filing any proof of claim in any Insolvency Proceeding of any GrantorCredit Party, or (viivi) with respect to the Senior Agents and Senior Secured Parties only, objecting to the proposed retention of collateral Collateral by any the other Collateral Senior Agent or any other Senior Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien any Cash Flow Obligations due to such other Collateral Senior Agent or Senior Secured Party, in the case of each case of clauses (i) through (viivi) above above, to the extent not inconsistent with, or could not result in a resolution inconsistent with, with the terms of this Agreement. In the event any Junior Secured Party becomes a judgment lien creditor in respect of Junior Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Junior Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Junior Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Agents or the Senior Secured Parties may have with respect to the Senior Collateral. (ce) So long as the Discharge of Senior Obligations has not occurred, each Junior Agent that becomes a party to this Agreement, for and on behalf of itself and the Junior Secured Parties represented thereby, agrees that it will not, in the context of its role as secured creditor, take or receive any Junior Shared Collateral or any Proceeds of Junior Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Junior Shared Collateral in respect of Junior Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Obligations has occurred, except as expressly provided in Section 2.3(d), the sole right of the Junior Agents and the Junior Secured Parties with respect to the Junior Shared Collateral is to hold a Lien on the Junior Shared Collateral in respect of Junior Obligations pursuant to the applicable Junior Debt Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Obligations has occurred. (f) Subject to Section 2.3(b2.3(d), (i) the New First Lien Collateral Agenteach Junior Agent that becomes a party to this Agreement, for itself and on behalf of itself and the New First Lien Junior Secured PartiesParties represented thereby, agrees that neither it such Junior Agent nor any such New First Lien Junior Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral any Senior Agent or the ABL any Senior Secured Parties Party with respect to the Receivables CollateralJunior Shared Collateral under any Senior Debt Document, including any sale, lease, exchange, transfer or other disposition of Receivables the Junior Shared Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agenteach Junior Agent that becomes a party to this Agreement, for itself and on behalf of itself and the New First Lien Junior Secured PartiesParties represented thereby, hereby waives any and all rights it or any such New First Lien Junior Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent Senior Agents or the ABL Senior Secured Parties seek to enforce or collect the ABL Senior Obligations or the Liens granted in on any of the Receivables Senior Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral any Senior Agent or ABL any other Senior Secured Parties Party is adverse to the interests of the New First Lien Junior Secured Parties. (dg) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, Each Junior Agent that becomes a party to this Agreement hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Junior Debt Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent Senior Agents or the ABL Senior Secured Parties with respect to the Receivables Senior Collateral as set forth in this Agreement and the ABL Senior Debt Documents. (eh) Subject to Section 2.3(b2.3(d), the New First Lien Collateral Agenteach Junior Agent that becomes a party to this Agreement, for itself and on behalf of itself and the New First Lien Junior Secured PartiesParties represented thereby, agrees that, unless and until the Discharge of ABL Senior Obligations has occurred, it will not commence, or join with any Person (other than the ABL Senior Secured Parties and the ABL Collateral Agent upon the request thereofSenior Agents) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence Junior Shared Collateral under any of the New First Lien Enforcement Date, subject to Junior Debt Documents or otherwise in respect of the First Lien Intercreditor AgreementJunior Obligations.

Remedies Standstill. (a) The New First Lien Collateral Note Agent, on behalf of itself and the New First Lien Noteholder Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Note Agent (including in its capacity as Note Collateral Agent Representative, as applicable) nor any New First Lien Noteholder Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, Agent and will not knowingly take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Note Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor AgreementSection 2.3(e) hereof, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien Collateral Note Agent or any New First Lien Noteholder Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Note Documents or applicable law as to any Common CollateralABL Priority Collateral (except as may be separately otherwise agreed in writing by and between any Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the Note Agent, on behalf of itself and the Noteholder Secured Parties)); provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Note Agent or any Noteholder Secured Party is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (b) Notwithstanding The ABL Agent, on behalf of itself and the ABL Lenders, agrees that until the date upon which the Discharge of Note Obligations shall have occurred, neither the ABL Agent nor any ABL Lender will Exercise Any Secured Creditor Remedies with respect to the Note Priority Collateral without the written consent of the Note Agent and will not knowingly take, receive or accept any Proceeds of the Note Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Note Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Note Collateral Representative. Subject to Section 2.3(c) hereof, from and after the date upon which the Discharge of Note Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Note Agent), the ABL Agent or any ABL Lender may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Note Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or any ABL Lender is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (c) The ABL Agent, on behalf of itself and the ABL Lenders, agrees that until the date upon which the Discharge of Additional Obligations shall have occurred, neither the ABL Agent nor any ABL Lender will Exercise Any Secured Creditor Remedies with respect to the Note Priority Collateral without the written consent of any Additional Agent and will not knowingly take, receive or accept any Proceeds of the Note Priority Collateral (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), it being understood and agreed that the temporary deposit of Proceeds of Note Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Note Collateral Representative. Subject to Section 2.3(b) hereof, from and after the date upon which the Discharge of Additional Obligations shall have occurred (or prior thereto upon obtaining the written consent of each Additional Agent), the ABL Agent or any ABL Lender may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Note Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or any ABL Lender is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (d) Any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, agrees that until the date upon which the Discharge of ABL Obligations shall have occurred, neither such Additional Agent (including in its capacity as Note Collateral Representative, if applicable) nor any such Additional Creditor will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, and will not knowingly take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by such Additional Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Agent. Subject to Section 2.3(e) hereof, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), any Additional Agent or any Additional Creditor may Exercise Any Secured Creditor Remedies under any Additional Documents or applicable law as to any ABL Priority Collateral (except as may be separately otherwise agreed in writing by and between any Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the Note Agent, on behalf of itself and the Noteholder Secured Parties or any other Additional Agent on behalf of itself and the Additional Creditors represented thereby (including as may be agreed pursuant to the Term Loan Priority Collateral Intercreditor Agreement)); provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Additional Agent or Additional Creditor is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (e) Any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, agrees that such Additional Agent and such Additional Creditors will not Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the written consent of the Note Collateral Representative, and will not knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among each Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and (prior to the Discharge of Note Obligations) the Note Agent, on behalf of itself and the Noteholder Secured Parties (including as may be agreed pursuant to the Term Loan Priority Collateral Intercreditor Agreement)), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Additional Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Note Collateral Representative; provided that nothing in this sentence shall prohibit any Additional Agent from taking such actions in its capacity as Note Collateral Representative, if applicable. The Note Agent, on behalf of itself and the Noteholder Secured Parties, agrees that the Note Agent and the Noteholder Secured Parties will not Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the written consent of the Note Collateral Representative and will not knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among each Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the Note Agent, on behalf of itself and the Noteholder Secured Parties (including as may be agreed pursuant to the Term Loan Priority Collateral Intercreditor Agreement)), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by the Note Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Note Collateral Representative; provided that nothing in this sentence shall prohibit the Note Agent from taking such actions in its capacity as Note Collateral Representative, if applicable. Subject to Sections 2.3(a) and 2.3(c) hereof, the Note Collateral Representative may Exercise Any Secured Creditor Remedies under the Note Priority Collateral Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Note Collateral Representative is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (f) Notwithstanding any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral (i) the ABL Agent or any Secured Party from (i) filing a claim ABL Lender, or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Additional Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to createAdditional Creditor, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition from objecting to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral Collateral by any other Collateral the Note Agent or any other Noteholder Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured PartyNote Obligations, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it Note Agent or any such New First Lien Noteholder Secured Party may have as a junior lien creditor Party, or otherwise any Additional Agent or any Additional Creditor, from objecting to object to the manner in which any proposed retention of Collateral by the ABL Collateral Agent or any ABL Lender in full or partial satisfaction of any ABL Obligations, (iii) the ABL Secured Parties seek to enforce Agent or collect the any ABL Obligations Lender, or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Note Agent or ABL any Noteholder Secured Parties is adverse Party, from objecting to the interests any proposed retention of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in by any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Additional Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth any Additional Creditor in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf full or partial satisfaction of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commenceany Additional Obligations, or join with (iv) any Person (other than the ABL Secured Parties and the ABL Collateral Additional Agent upon the request thereof) in commencing, or any enforcement, collection, execution, levy or foreclosure action or proceeding with respect Additional Creditor represented thereby from objecting to any Lien held proposed retention of Collateral by it any other Additional Agent or any Additional Creditor represented by such other Additional Agent in the Common Collateralfull or partial satisfaction of any Additional Obligations. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors: (i) will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of each Senior Priority Agent; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any remedies the exercise of which is otherwise prohibited by this Agreement, including, without limitation, Article VI) after a period of 180 consecutive days has elapsed from the date hereof until of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the date upon which applicable Junior Priority Credit Agreement) has occurred and is continuing thereunder and that the Discharge Junior Priority Obligations thereunder are currently due and payable in full (whether as a result of ABL Obligations acceleration or otherwise) and stating its intention to Exercise Any Secured Creditor Remedies (the “Junior Standstill Period”), and then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as no Senior Priority Secured Party shall have occurred, neither commenced (or attempted to commence or given notice of its intent to commence) the New First Lien Collateral Agent nor any New First Lien Secured Party will Exercise Any of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any Common Collateral without other stay in any Insolvency Proceeding) and is diligently pursuing the written consent of the ABL Collateral Agentsame, and such Junior Priority Agent has notice thereof, and (ii) will not knowingly take, receive or accept any Proceeds of Common the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative. From and after the Discharge of Senior Priority Obligations (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1 and subject to the terms of any other applicable intercreditor agreement. (b) Each Senior Priority Agent, for and on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors will not (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby) Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of the Collateral without the written consent of the Senior Priority Representative and will not knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral AgentSenior Priority Representative; provided thatthat nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agentif applicable. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the New First Lien Senior Priority Documents or applicable law as to any Common Collateral. (b) Notwithstanding ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the provisions of this Agreement, including Section 2.3(a) or 4.1, and any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreementintercreditor agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect Notwithstanding anything herein to the Receivables Collateralcontrary, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth nothing in this Agreement and shall prohibit the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf receipt by any Secured Party of the New First Lien payments of interest, principal, premiums, fees and other amounts owed in respect of the Senior Priority Obligations or Junior Priority Obligations, as the case may be, so long as such receipt is not the direct or indirect result of the exercise by any Secured Parties, agrees that, unless and until Party of rights or remedies as a secured creditor in respect of the Discharge of ABL Obligations has occurred, it will not commence, Collateral (including set-off) or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) enforcement in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) contravention of this Section 2.3 shall not apply from and after the occurrence Agreement of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreementany Junior Priority Lien.

Remedies Standstill. (a) The New First Lien Each of (x) the CF Collateral Agent, on behalf of itself and the New First Lien CF Secured Parties, and (y) the Bonds Collateral Agent, on behalf of itself and the Bonds Secured Parties, severally agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, (x) neither the New First Lien CF Collateral Agent nor any New First Lien CF Secured Party and (y) neither the Bonds Collateral Agent nor any Bonds Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First any Subordinated Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement), upon the occurrence of the New First Lien CF Enforcement Date, the New First Lien CF Collateral Agent acting on behalf of itself and the New First Lien CF Secured Parties may exercise such remedies without such prior written consent of the any other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or or, with respect to the CF Collateral Agent, acting on behalf of itself and the CF Secured Parties, prior thereto upon the occurrence of the New First Lien CF Enforcement Date), the New First Subordinated Lien Collateral Agent Agents or any New First Subordinated Lien Secured Party may Exercise Any Secured Creditor Remedies under the New First applicable Subordinated Lien Documents or applicable law as to any Common Collateral. (b) Notwithstanding the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Subordinated Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent Agents or other Secured Parties on the Common Collateral in which such other Collateral Agent Agents or other Secured Parties has a priority Lien or the rights of the other Collateral Agent Agents or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Subordinated Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to the Section 2.3(b), (i) the New First each Subordinated Lien Collateral Agent, for itself and on behalf of the New First applicable Subordinated Lien Secured Parties, agrees that neither it nor any such New First Subordinated Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First each Subordinated Lien Collateral Agent, for itself and on behalf of the New First applicable Subordinated Lien Secured Parties, hereby waives any and all rights it or any such New First Subordinated Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Subordinated Lien Secured Parties. (d) The New First Each Subordinated Lien Collateral Agent, for itself and on behalf of the New First applicable Subordinated Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First applicable Subordinated Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to the Section 2.3(b), the New First each Subordinated Lien Collateral Agent, for itself and on behalf of the New First applicable Subordinated Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply to the CF Collateral Agent or the CF Secured Parties from and after the occurrence of the New First Lien CF Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Each Term Agent, for and on behalf of itself and the New First Lien relevant Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral no Term Agent nor any New First Lien Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral any Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent) and prior to the date upon which the Discharge of Term Obligations shall have occurred, the Controlling Term Agent on behalf of the Term Secured Parties may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Controlling Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Term Obligations shall have occurred, neither the ABL Agent nor any ABL Secured Party will Exercise Any Secured Creditor Remedies with respect to the Term Priority Collateral without the written consent of the Controlling Term Agent, and will not take, receive or accept any Proceeds of the Term Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Term Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the Controlling Term Agent. From and after the date upon which the Discharge of Term Obligations (or prior thereto upon obtaining the written consent of the Controlling Term Agent), the New First Lien Collateral ABL Agent or any New First Lien ABL Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien ABL Documents or applicable law as to any Common Term Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or the ABL Secured Parties is at all times subject to the provisions of this Agreement. (bc) Notwithstanding the provisions of Section Sections 2.3(a), 2.3(b) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Term Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorCredit Party, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties Party has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforceenforce its Lien) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, Party or (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any proposal, plan of arrangement or reorganization or file filing any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Credit Party, in each case case (i) through (viiiv) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, with the express terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees that, from the date hereof until the date upon which Until the Discharge of ABL Obligations Senior Indebtedness shall have occurred, without the prior written consent of the Senior Agent, neither the New First Lien Collateral Subordinated Agent nor any New First Lien Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor's assets, in each case, for the purpose of effecting an Exercise of Secured Party will Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) in the second proviso set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor's assets, provided that the Subordinated Credit may Exercise any Secured Creditor Remedies with respect to any Common Collateral without an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 365 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written consent notice from the Borrower of the ABL Collateral Agent, and will not take, receive or accept any Proceeds such Event of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement Default (so long as such Proceeds are promptly remitted Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the ABL Collateral Agent; Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, subject notwithstanding anything to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Datecontrary herein, the New First Lien Collateral Subordinated Agent acting on behalf of itself and the New First Lien Secured Parties (x) may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party may only Exercise Any Secured Creditor Remedies under if the New First Lien Documents or applicable law as to any Common Collateral. (b) Notwithstanding Senior Agent is not then diligently pursuing the provisions exercise of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motionsCreditor Remedies, or agreements which assert diligently attempting to vacate any stay on enforcement of its rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.against the

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, from the date hereof until the date upon which the Discharge of ABL Senior Priority Obligations shall have occurred, neither the New First Lien Collateral such Junior Priority Agent nor any New First Lien Secured Party and such Junior Priority Creditors: (i) will not Exercise Any Secured Creditor Remedies with respect to any Common the Collateral without the written consent of the ABL Collateral AgentSenior Priority Representative; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any Secured Creditor Remedies the exercise of which is otherwise prohibited by this Agreement, including, without limitation, Section 6) after a period of 180 consecutive days has elapsed from the date of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the applicable Junior Priority Credit Facility) has occurred and is continuing thereunder and stating its intention to Exercise Any Secured Creditor Remedies (the “Standstill Period”), and then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as (1) no Event of Default relating to the payment of interest, principal, fees or other Senior Priority Obligations shall have occurred and be continuing and (2) no Senior Priority Secured Party shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency Proceeding), and (ii) will not take, receive or accept any Proceeds of Common the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative. From and after the date upon which the Discharge of Senior Priority Obligations shall have occurred (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1. (b) Any Senior Priority Agent, on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors will not Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the written consent of the Senior Priority Representative and will not take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral AgentSenior Priority Representative; provided thatthat nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agentif applicable. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the New First Lien Senior Priority Collateral Documents or applicable law as to any Common Collateral. (b) Notwithstanding the provisions ; provided, however, that any Exercise of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding Creditor Remedies with respect to any Lien held Collateral by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, Senior Priority Representative is at all times subject to the First Lien provisions of this Agreement, including Section 4.1 hereof and of the Base Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Secured PartiesTerm Lenders, agrees that, from the date hereof until the earlier of (i) the Term Enforcement Date, or (ii) the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral Term Agent nor any New First Lien Secured Party Term Lender will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Term Enforcement Date), the New First Lien Collateral Term Agent or any New First Lien Secured Party Term Lender may Exercise Any Secured Creditor Remedies under the New First Lien Term Documents or applicable law as to any Common ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent is at all times subject to the provisions of this Agreement, including Section 4.1 hereof, and further provided that the Term Agent shall not Exercise Any Secured Parties’ remedies against the ABL Priority Collateral after the Term Enforcement Date and prior to Discharge of ABL Obligations (A) at any time the ABL Agent or the ABL Lenders have commenced and are diligently pursuing enforcement action against the ABL Priority Collateral, (B) at any time that any Loan Party is then a debtor under or with respect to (or otherwise subject to) any Insolvency Proceeding, or (C) if the Event of Default under the Term Credit Agreement is waived in accordance with the terms of the Term Credit Agreement. (b) The ABL Agent, on behalf of itself and the ABL Lenders, agrees that, from the date hereof until the earlier of (i) the ABL Enforcement Date, or (ii) the date upon which the Discharge of Term Obligations shall have occurred, neither the ABL Agent nor any ABL Lender will Exercise Any Secured Creditor Remedies with respect to the Term Priority Collateral without the written consent of the Term Agent, and will not take, receive or accept any Proceeds of the Term Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Term Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Term Agent. From and after the date upon which the Discharge of Term Obligations shall have occurred (or prior thereto upon the occurrence of the ABL Enforcement Date), the ABL Agent or any ABL Lender may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Term Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent is at all times subject to the provisions of this Agreement, including Section 4.1 hereof, and further provided that the ABL Agent shall not Exercise Any Secured Parties’ remedies with respect to the Term Priority Collateral after the ABL Enforcement Date and prior to the Discharge of Term Obligations (A) at any time the Term Agent or the Term Lenders have commenced and are diligently pursuing enforcement action against the Term Priority Collateral, (B) at any time that any Loan Party is then a debtor under or with respect to (or otherwise subject to) any Insolvency Proceeding, or (C) if the Event of Default under the ABL Credit Agreement is waived in accordance with the terms of the ABL Credit Agreement. (c) Notwithstanding the provisions of Section Sections 2.3(a), 2.3(b) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreementagreement, nothing contained herein shall be construed to prevent (i) any Collateral Agent or any Secured Party Lender from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Term Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorLoan Party, (ii) taking take any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties Lenders on the Common Collateral in which such other Collateral Agent or other Secured Parties Lender has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties Lenders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforceenforce its Lien) its Lien on any Common Collateral, (iiiin) filing file any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured PartyLender, (iv) filing file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors Loan Parties arising under any Insolvency Proceeding or applicable non-bankruptcy law, (viv) voting vote on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any GrantorLoan Party, or (viivi) objecting object to the proposed retention of collateral by any the other Collateral Agent or any other Secured Party Lender in full or partial satisfaction of any ABL Obligations or New First Lien Term Obligations due to such other Collateral Agent or Secured PartyLender, in each case (i) through (viivi) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Shared Collateral AgentAgents, on behalf of itself and the New First Lien Shared Collateral Secured Parties, agrees agree that, from the date hereof until the earlier of (i) the Shared Collateral Enforcement Date, or (ii) the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Shared Collateral Agent Agents nor any New First Lien Shared Collateral Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Collateral without the written consent of the ABL Collateral AgentAgent and the Required Lenders (as defined in the ABL Credit Agreement), and will not take, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral AgentCollateral. Subject to the First Lien Intercreditor Agreement, from From and after the earlier of (i) the Shared Collateral Enforcement Date or (ii) the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date)occurred, the New First Lien Shared Collateral Agent Agents or any New First Lien Shared Collateral Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Shared Collateral Documents or applicable law as to any Common ABL Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Collateral by the Shared Collateral Agents is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (b) Notwithstanding the provisions of Section Sections 2.3(a) or any other provision of this Agreement but subject Agreement, prior to the First Lien Intercreditor AgreementDischarge of ABL Obligations, nothing contained herein shall be construed to prevent any (i) the Shared Collateral Agent Agents or any Shared Collateral Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Shared Collateral Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorLoan Party, (ii) taking take any action (not adverse to the priority status of the Liens of the other Collateral ABL Agent or other ABL Secured Parties on the Common ABL Collateral in which such other Collateral the ABL Agent or other ABL Secured Parties has have a priority Lien or the rights of the other Collateral ABL Agent or any of the other ABL Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common ABL Collateral, (iii) filing file any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such the Shared Collateral Agent Agents or Shared Collateral Secured PartyParties, (iv) filing file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors Loan Parties arising under any Insolvency Proceeding or applicable non-bankruptcy law, (viv) voting vote on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any GrantorLoan Party, or (viivi) objecting object to the proposed retention of collateral ABL Collateral by any other Collateral the ABL Agent or any other ABL Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral the ABL Agent or ABL Secured PartyParties, in each case (i) through (viiiv) and (vi) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b). Notwithstanding foregoing, (i) nothing in this Agreement shall prevent the New First Lien Authorized Shared Collateral Agent, for itself and on behalf of the New First Lien Shared Collateral Secured Parties, agrees that neither it nor any such New First Lien from the Exercise of Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties Creditor Remedies with respect to the Receivables Xxxxxxxx Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) than the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as provisions set forth in this Agreement and the ABL DocumentsSection 3.6. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees that, from the date hereof until the date upon which Until the Discharge of ABL Obligations Senior Indebtedness shall have occurred, without the prior written consent of the Senior Agent, neither the New First Lien Collateral Subordinated Agent nor any New First Lien Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Party will Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to any Common Collateral without an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written consent notice from the Borrower of the ABL Collateral Agent, and will not take, receive or accept any Proceeds such Event of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement Default (so long as such Proceeds are promptly remitted Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the ABL Collateral Agent; Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, subject notwithstanding anything to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Datecontrary herein, the New First Lien Collateral Subordinated Agent acting on behalf of itself and the New First Lien Secured Parties (x) may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party may only Exercise Any Secured Creditor Remedies under if the New First Lien Documents Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or applicable law diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any Common Collateral. (b) Notwithstanding proceeds of the provisions Collateral or seek to obtain payment directly from any account debtor of Section 2.3(a) any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other provision of this Agreement but subject to the First Lien Intercreditor Agreementsimilar legal or equitable remedy, nothing contained herein shall be construed to prevent exercise any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent set off or any of the other Secured Parties to exercise remedies in respect thereof) in order to createrecoupment, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder whatsoever, directly or indirectly to collect any exercise of remedies undertaken by amounts on the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Subordinated Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.any

Remedies Standstill. (a) The New First Lien Collateral Each Term Agent, on behalf of itself and the New First Lien applicable Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral no Term Agent nor any New First Lien Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Collateral without the written consent of the ABL Collateral AgentPriority Collateral; provided, and will not takehowever, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit Designated Term Agent or any person authorized by it may Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral (but not rights the exercise of Proceeds of Common Collateral in a Deposit Account controlled which is otherwise prohibited by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted including Article 6 hereof) after a period (the “Term Standstill Period”) of 180 consecutive days has elapsed from the date of delivery of written notice from the Designated Term Agent to the ABL Agent stating that (i) an Event of Default (as defined under the applicable Term Documents) has occurred and is continuing thereunder, (ii) the Term Obligations under the Term Documents are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral Agent; provided that, subject in the event (x) the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to Section 4.1(b) and the provisions all or a material portion of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien ABL Priority Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may or diligently attempting to vacate any stay or prohibition against such exercise such remedies without such prior written consent of the other Collateral Agentor (y) a Loan Party is then a debtor under or with respect to (or otherwise subject to) any Insolvency Proceeding. Subject to the First Lien Intercreditor Agreement, from From and after the date that is the earlier of (x) the date upon which the Discharge of ABL Obligations shall have occurred and (y) the date the Term Standstill Period shall have expired (subject to the second proviso in the preceding sentence), any Term Agent may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent is at all times subject to the provisions of this Agreement, including the provisions of Section 4.1. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Term Obligations shall have occurred, neither the ABL Agent nor any ABL Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the Term Priority Collateral; provided, however, that the ABL Agent may Exercise Any Secured Creditor Remedies with respect to any Term Priority Collateral (but not rights the exercise of which is otherwise prohibited by this Agreement including Article 6 hereof) after a period (the “ABL Standstill Period”) of 180 consecutive days has elapsed from the date of delivery of written notice from the ABL Agent to each Term Agent stating that (i) an Event of Default (as defined under the applicable ABL Documents) has occurred and is continuing thereunder, (ii) the ABL Obligations under such ABL Documents are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such ABL Documents, and (iii) the ABL Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; provided, further, that the ABL Agent shall not be entitled to Exercise Any Secured Creditor Remedies with respect to any Term Priority Collateral in the event (x) any Term Agent or any Term Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the Term Priority Collateral or diligently attempting to vacate any stay or prohibition against such exercise or (y) a Loan Party is then a debtor under or with respect to (or prior thereto otherwise subject to ) any Insolvency Proceeding. From and after the date that is the earlier of (A) the date upon which the occurrence Discharge of Term Obligations shall have occurred and (B) the New First Lien Enforcement Datedate the ABL Standstill Period shall have expired (subject to the second proviso in the preceding sentence), the New First Lien Collateral ABL Agent or any New First Lien ABL Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien ABL Documents or applicable law as to any Common Term Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Term Priority Collateral by the ABL Agent or the ABL Secured Parties is at all times subject to the provisions of this Agreement, including the provisions of Section 4.1. (bc) Notwithstanding the provisions of Section Sections 2.3(a), 2.3(b) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Term Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorLoan Party, (ii) taking any action (not adverse to the priority status Lien Priority of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties Party has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors Loan Parties arising under any Insolvency Proceeding or applicable non-bankruptcy lawlaw to the extent not inconsistent with the terms of this Agreement, (viv) Subject to Section 6.11, voting on any plan of reorganization or file filing any proof of claim in any Insolvency Proceeding of any GrantorLoan Party, or (viivi) objecting bidding for and purchasing Collateral at any private or judicial foreclosure sale of such Collateral initiated by the applicable Agent (so long as such bid is subject to the proposed retention of collateral by any other Collateral Agent or any other Secured Party limitations on credit bidding set forth in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured PartySection 6.4(a) and Section 6.4(b)), in each case (i) through (viivi) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, with the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Junior Lien Collateral Agent, on behalf of itself and the New First Junior Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Senior Lien Obligations shall have occurred, neither the New First Junior Lien Collateral Agent nor any New First Junior Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the Collateral without the prior written consent of the ABL Collateral Senior Lien Agent, and will not take, receive or accept any Proceeds of Common Collateral; provided, it being understood and agreed however, that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Junior Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party may Exercise Any Secured Creditor Remedies after a period of 120 days has elapsed since the date on which the Junior Lien Agent has delivered to the Senior Lien Agent written notice of the acceleration of the Indebtedness outstanding under the New First Junior Lien Documents (the “Standstill Period”); provided further, however, that (i) notwithstanding the expiration of the Standstill Period or applicable law anything herein to the contrary, in no event shall the Junior Lien Agent or any other Junior Lien Secured Party Exercise Any Secured Creditor Remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any Exercise of Any Secured Creditor Remedies, if the Senior Lien Agent or any other Senior Lien Secured Party shall have commenced, and shall be diligently pursuing in good faith (or shall have sought or requested (and not have been denied) relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), the Exercise of Any Secured Creditor Remedies and (ii) after the expiration of the Standstill Period, so long as neither the Senior Lien Agent nor the other Senior Lien Secured Parties have commenced any action to enforce their Lien on any Common material portion of the Collateral, in the event that and for so long as the Junior Lien Secured Parties (or the Junior Lien Agent on their behalf) have commenced any actions to enforce their Lien with respect to all or any material portion of the Collateral to the extent permitted hereunder and are diligently pursuing in good faith such actions, neither the Senior Lien Secured Parties nor the Senior Lien Agent shall take any action of a similar nature with respect to such Collateral without the prior written consent of the Junior Lien Agent; provided that all other provisions of this Agreement (including the turnover provisions of Section 3.6) are complied with. (b) Notwithstanding the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein The foregoing shall not be construed to prevent any Collateral the Junior Lien Agent or any Junior Lien Secured Party from (i) filing a claim or claim, proof of claim, statement of interest or any similar form with respect to the ABL Obligations or New First Junior Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorCredit Party, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Senior Lien Agent or the other Senior Lien Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Senior Lien Agent or any of the other Senior Lien Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading or action filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral the Junior Lien Agent or any Junior Lien Secured Party, (iv) filing exercising rights and remedies as unsecured creditors, as provided in Section 2.9, (v) inspecting or appraising the Collateral or receiving reports with respect to the Collateral so long as such actions do not interfere in any pleadings, objections, motions, or agreements which assert material respect with the rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, Senior Lien Secured Parties hereunder and (vi) voting on any plan subject to Section 2.2 and clause (i) of reorganization or file any proof the second proviso of claim in any Insolvency Proceeding of any GrantorSection 2.3(a) (and subject, or (vii) objecting generally, to the proposed retention Lien Priority provisions and application of collateral by proceeds provisions set forth herein), enforcing any other of its rights and exercising any of its remedies with respect to the Collateral Agent or any other Secured Party after termination of the Standstill Period. Except for the actions set forth in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case clauses (i) through (viivi) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurredthe Senior Lien Obligations, it will not commence, or join with any Person (the sole right of the Junior Lien Agent and the other than the ABL Junior Lien Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding Collateral shall be to receive the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence Proceeds of the New First Collateral, if any, remaining after Discharge of Senior Lien Enforcement Date, subject to Obligations has occurred and in accordance with the First Junior Lien Intercreditor AgreementDocuments and applicable law.

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors: (i) will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of each Senior Priority Agent; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any remedies the exercise of which is otherwise prohibited by this Agreement, including, without limitation, Article VI) after a period of 180 consecutive days has elapsed from the date hereof until of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the date upon which applicable Junior Priority Credit Agreement) has occurred and is continuing thereunder and that the Discharge Junior Priority Obligations thereunder are currently due and payable in full (whether as a result of ABL Obligations acceleration or otherwise) and stating its intention to Exercise Any Secured Creditor Remedies (the “ Junior Standstill Period”), and then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as no Senior Priority Secured Party shall have occurred, neither commenced (or attempted to commence or given notice of its intent to commence) the New First Lien Collateral Agent nor any New First Lien Secured Party will Exercise Any of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any Common Collateral without other stay in any Insolvency Proceeding) and is diligently pursuing the written consent of the ABL Collateral Agentsame, and such Junior Priority Agent has notice thereof, and (ii) will not knowingly take, receive or accept any Proceeds of Common the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative. From and after the Discharge of Senior Priority Obligations (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1 and subject to the terms of any other applicable intercreditor agreement. (b) Each Senior Priority Agent, for and on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors will not (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby) Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of the Collateral without the written consent of the Senior Priority Representative and will not knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral AgentSenior Priority Representative; provided thatthat nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agentif applicable. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the New First Lien Senior Priority Documents or applicable law as to any Common Collateral. (b) Notwithstanding ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the provisions of this Agreement, including Section 2.3(a) or 4.1, and any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreementintercreditor agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect Notwithstanding anything herein to the Receivables Collateralcontrary, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth nothing in this Agreement and shall prohibit the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf receipt by any Secured Party of the New First Lien payments of interest, principal, premiums, fees and other amounts owed in respect of the Senior Priority Obligations or Junior Priority Obligations, as the case may be, so long as such receipt is not the direct or indirect result of the exercise by any Secured Parties, agrees that, unless and until Party of rights or remedies as a secured creditor in respect of the Discharge of ABL Obligations has occurred, it will not commence, Collateral (including set-off) or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) enforcement in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) contravention of this Section 2.3 shall not apply from and after the occurrence Agreement of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreementany Junior Priority Lien.

Remedies Standstill. (a) The New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that, from the date hereof until the earlier of (i) the Term Enforcement Date, or (ii) the date upon which the Discharge of ABL Obligations shall have occurredoccurred (the “Term Standstill Period”), neither the New First Lien Collateral Term Agent nor any New First Lien Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Term Enforcement Date), the New First Lien Collateral Term Agent or any New First Lien Term Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Term Documents or applicable law as to any Common ABL Priority Collateral; provided, however, that (x) any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement (including the provisions of Article IV) and (y) the Term Agent shall not Exercise Any Secured Parties’ Remedies against the ABL Priority Collateral after the Term Enforcement Date and prior to Discharge of ABL Obligations (A) at any time the ABL Agent or the ABL Lenders have commenced and are diligently pursuing an Exercise of Secured Creditor Remedies against any of the ABL Priority Collateral, (B) at any time that any Loan Party is then a debtor under or with respect to (or otherwise subject to) any Insolvency Proceeding, or (C) if the Event of Default under the Term Credit Agreement is waived in accordance with the terms of the Term Credit Agreement. The Term Standstill Period shall be tolled for any period that the ABL Agent or the ABL Secured Parties are stayed or otherwise prohibited by law or court order from exercising remedies with respect to the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, from the date hereof until the earlier of (i) the ABL Enforcement Date, or (ii) the date upon which the Discharge of Term Obligations shall have occurred (the “ABL Standstill Period”), neither the ABL Agent nor any ABL Secured Party will Exercise Any Secured Creditor Remedies with respect to the Term Priority Collateral without the written consent of the Term Agent, and will not take, receive or accept any Proceeds of the Term Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Term Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are remitted to the Term Agent in accordance with Section 3.7 or Section 4.1(a). From and after the date upon which the Discharge of Term Obligations shall have occurred (or prior thereto upon the occurrence of the ABL Enforcement Date), the ABL Agent or any ABL Secured Party may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Term Priority Collateral; provided, however, that (x) any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or the ABL Secured Parties is at all times subject to the provisions of this Agreement (including the provisions of Article IV) and (y) the ABL Agent shall not Exercise Any Secured Parties’ Remedies with respect to the Term Priority Collateral after the ABL Enforcement Date and prior to the Discharge of Term Obligations (A) at any time the Term Agent or the Term Lenders have commenced and are diligently pursuing an Exercise of Secured Creditor Remedies against any of the Term Priority Collateral, (B) at any time that any Loan Party is then a debtor under or with respect to (or otherwise subject to) any Insolvency Proceeding or (C) if the Event of Default under the ABL Credit Agreement is waived in accordance with the terms of the ABL Credit Agreement. The ABL Standstill Period shall be tolled for any period that the Term Agent or the Term Secured Parties are stayed or otherwise prohibited by law or court order from exercising remedies with respect to the Term Priority Collateral. (c) Notwithstanding the provisions of Section 2.3(a) or 2.3(b) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Term Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorLoan Party, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties Party has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, Party or (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Loan Party, in each case (i) through (viiiv) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, with the express terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien CF Collateral Agent, on behalf of itself and the New First Lien CF Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien CF Collateral Agent nor any New First Lien CF Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Intercreditor Collateral without the prior written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common Intercreditor Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement), upon the occurrence of the New First Lien CF Enforcement Date, the New First Lien CF Collateral Agent acting on behalf of itself and the New First Lien CF Secured Parties may exercise such remedies without such prior written consent of the other ABL Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien CF Enforcement Date), the New First Lien CF Collateral Agent or any New First Lien CF Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien CF Documents or applicable law as to any Common Intercreditor Collateral. (b) Notwithstanding the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien CF Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Intercreditor Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Intercreditor Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (viv) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (viivi) objecting to the proposed retention of collateral by any the other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien CF Obligations due to such the other Collateral Agent or such other Secured Party, in each case (i) through (viivi) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien CF Collateral Agent, for itself and on behalf of the New First Lien CF Secured Parties, agrees that neither it nor any such New First Lien CF Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Intercreditor Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Intercreditor Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien CF Collateral Agent, for itself and on behalf of the New First Lien CF Secured Parties, hereby waives any and all rights it or any such New First Lien CF Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Intercreditor Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien CF Secured Parties. (d) The New First Lien CF Collateral Agent, for itself and on behalf of the New First Lien CF Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien CF Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Intercreditor Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to the Section 2.3(b), the New First Lien CF Collateral Agent, for itself and on behalf of the New First Lien CF Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Intercreditor Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply to the CF Collateral Agent or the CF Secured Parties from and after the occurrence of the New First Lien CF Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Each Term Agent, for and on behalf of itself and the New First Lien relevant Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral no Term Agent nor any New First Lien Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral any Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent) and prior to the date upon which the Discharge of Term Obligations shall have occurred, the Controlling Term Agent on behalf of the Term Secured Parties may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Controlling Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Term Obligations shall have occurred, neither the ABL Agent nor any ABL Secured Party will Exercise Any Secured Creditor Remedies with respect to the Term Priority Collateral without the written consent of the Controlling Term Agent, and will not take, receive or accept any Proceeds of the Term Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Term Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the Controlling Term Agent. From and after the date upon which the Discharge of Term Obligations (or prior thereto upon obtaining the written consent of the Controlling Term Agent), the New First Lien Collateral ABL Agent or any New First Lien ABL Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien ABL Documents or applicable law as to any Common Term Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or the ABL Secured Parties is at all times subject to the provisions of this Agreement. (bc) Notwithstanding the provisions of Section Sections 2.3(a), 2.3(b) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Term Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorCredit Party, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties Party has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforceenforce its Lien) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, Party or (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file filing any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Credit Party, in each case (i) through (viiiv) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, with the express terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors: (i) will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of each Senior Priority Agent; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any remedies the exercise of which is otherwise prohibited by this Agreement, including, without limitation, Article VI) after a period of 180 consecutive days has elapsed from the date hereof until of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the date upon which applicable Junior Priority Credit Agreement) has occurred and is continuing thereunder and that the Discharge Junior Priority Obligations are currently due and payable in full (whether as a result of ABL acceleration or otherwise) and stating its intention to Exercise Any Secured Creditor Remedies (the “ Junior Standstill Period”), and then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as (1) no Event of Default relating to the payment of interest, principal, fees or other Senior Priority Obligations shall have occurred, neither the New First Lien Collateral Agent nor any New First Lien occurred and be continuing and (2) no Senior Priority Secured Party will shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise Any of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any Common Collateral without the written consent of the ABL Collateral Agentother stay in any Insolvency Proceeding) and, and in each case, such Junior Priority Agent has notice thereof, and (ii) will not knowingly take, receive or accept any Proceeds of Common the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative. From and after the Discharge of Senior Priority Obligations (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1. (b) Each Senior Priority Agent, for and on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors will not Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of the Collateral without the written consent of the Senior Priority Representative and will not knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral AgentSenior Priority Representative; provided thatthat nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agentif applicable. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the New First Lien Senior Priority Documents or applicable law as to any Common Collateral. (b) Notwithstanding ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreementincluding Section 4.1. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth Nothing in this Agreement and shall prohibit the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf receipt by any Secured Party of the New First Lien required payments of interest, principal and other amounts owed in respect of the Senior Priority Obligations or Junior Priority Obligations, as the case may be, so long as such receipt is not the direct or indirect result of the exercise by any Secured Parties, agrees that, unless and until Party of rights or remedies as a secured creditor in respect of the Discharge Collateral (including set-off) or enforcement in contravention of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to this Agreement of any Lien held by it in the Common Collateralit. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees that, from the date hereof until Until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien no Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) nor any New First Lien Cash Flow Collateral Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and will not Agent or knowingly take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien any Cash Flow Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor AgreementSection 2.3(c), from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien any Cash Flow Collateral Agent or any New First Lien Cash Flow Collateral Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Cash Flow Collateral Documents or applicable law as to any Common ABL Priority Collateral. (b) Notwithstanding the provisions ; provided, however, that any Exercise of Section 2.3(a) or Secured Creditor Remedies with respect to any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent Collateral by any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party from is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. Notwithstanding anything to the contrary contained herein, any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party may (subject, as among the Cash Flow Collateral Secured Parties, to any limitations separately agreed by and among Cash Flow Collateral Secured Parties, including pursuant to the Cash Flow Intercreditor Agreement): (i) filing file a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any its respective Cash Flow Collateral Obligations, provided that an Insolvency Proceeding has been commenced by or against any Grantor, Credit Party; (ii) taking take any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien ABL Priority Collateral, or the rights of the other Collateral ABL Agent or any of the other ABL Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under Article 6) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority of its Lien on, any Common of the ABL Priority Collateral, ; (iii) filing file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading filed made by any Person person objecting to or otherwise seeking the disallowance of the claim claims or Lien Liens of such the Cash Flow Collateral Agent Secured Parties represented thereby, including any claims secured by the Cash Flow Priority Collateral or Secured Partythe ABL Priority Collateral, if any, in each case in accordance with the terms of this Agreement; (iv) filing file any pleadings, objections, motions, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors Credit Parties arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (viincluding the Bankruptcy Laws of any applicable jurisdiction) voting and, subject to the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available to secured creditors solely with respect to the Cash Flow Priority Collateral; and (v) vote on any plan Plan of reorganization or Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement, any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall be inconsistent with and accordingly, a violation of the terms of this Agreement, and the ABL Agent shall be entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of Reorganization withdrawn. (b) The ABL Agent, on behalf of itself and the ABL Lenders, agrees that until the date upon which the Discharge of All Cash Flow Collateral Obligations shall have occurred, neither the ABL Agent nor any ABL Lender will Exercise Any Secured Creditor Remedies with respect to the Cash Flow Priority Collateral without the written consent of each Cash Flow Collateral Agent or knowingly take, receive or accept any Proceeds of the Cash Flow Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Cash Flow Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Cash Flow Collateral Representative. From and after the date upon which the Discharge of All Cash Flow Collateral Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Cash Flow Collateral Representative), the ABL Agent or any ABL Lender may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Cash Flow Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or any ABL Lender is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. Notwithstanding anything to the contrary contained herein, the ABL Agent or any ABL Secured Party may: (i) file a claim in any or statement of interest with respect to the ABL Obligations, provided that an Insolvency Proceeding has been commenced by or against any Credit Party; (ii) take any action (not adverse to the priority status of the Liens on the Cash Flow Priority Collateral, or the rights of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Cash Flow Collateral Agent or any of the Cash Flow Collateral Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under Article 6) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority of its Lien on, any of the Cash Flow Priority Collateral; (iii) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the ABL Secured Parties, including any claims secured by the Cash Flow Priority Collateral or the ABL Priority Collateral, if any, in each case in accordance with the terms of this Agreement; (iv) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Credit Parties arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available to secured creditors solely with respect to the ABL Priority Collateral; and (v) vote on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement, any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall be inconsistent with and accordingly, a violation of the terms of this Agreement, and each Cash Flow Collateral Agent shall be entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of Reorganization withdrawn. (c) No Cash Flow Collateral Agent nor any Cash Flow Collateral Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the written consent of the Cash Flow Collateral Representative or knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by, and solely as between or among, any two or more Cash Flow Collateral Agents, each on behalf of itself and the Cash Flow Collateral Secured Parties represented thereby (including pursuant to the Cash Flow Intercreditor Agreement)), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by any Cash Flow Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Cash Flow Collateral Representative (or, in the case of ABL Priority Collateral, to the ABL Agent); provided that nothing in this sentence shall prohibit any Cash Flow Collateral Agent from taking such actions in its capacity as Cash Flow Collateral Representative, if applicable. Subject to Section 2.3(a), the Cash Flow Collateral Representative may Exercise Any Secured Creditor Remedies under the Cash Flow Collateral Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Cash Flow Collateral Representative is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. Each Cash Flow Collateral Secured Party hereby appoints the Cash Flow Collateral Representative as its agent to exercise all remedies under all Cash Flow Collateral Documents. Notwithstanding anything to the contrary contained herein, any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party may (subject to Section 2.3(a) and, as among the Cash Flow Collateral Secured Parties, to any limitations separately agreed by and among Cash Flow Collateral Secured Parties, including pursuant to the Cash Flow Intercreditor Agreement): (i) file a claim or statement of interest with respect to its respective Cash Flow Collateral Obligations, provided that an Insolvency Proceeding has been commenced by or against any Credit Party; (ii) take any action (not adverse to the priority status of the Liens on the Collateral, or the rights of any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party to exercise rights, powers, and/or remedies in respect thereof, including those under Article 6) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority of its Lien on, any of the Collateral; (iii) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Cash Flow Collateral Secured Parties represented thereby, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (iv) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Credit Parties arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction) and, subject to the restrictions set forth in this Section, any pleadings, objections, motions or agreements which assert rights or interests available to secured creditors solely with respect to the Collateral; and (v) vote on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement, any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall be inconsistent with and accordingly, a violation of the terms of this Agreement, and each Cash Flow Collateral Agent shall be entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of Reorganization withdrawn. (d) Notwithstanding any other provision of this Agreement, nothing contained herein shall be construed to prevent (i) the ABL Agent or any ABL Lender from objecting to any proposed retention of Collateral by any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party represented thereby in full or partial satisfaction of any Cash Flow Collateral Obligations, (ii) any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party from objecting to any proposed retention of Collateral by the ABL Agent or any ABL Lender in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other (iii) any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party, Party represented thereby from objecting to any proposed retention of Collateral by any other Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party represented thereby in each case full or partial satisfaction of any Cash Flow Collateral Obligations (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien except as may be otherwise separately agreed by and among Cash Flow Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect including pursuant to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL DocumentsCash Flow Intercreditor Agreement). (e) Subject to Section 2.3(b), Nothing in this Agreement shall prohibit the New First Lien receipt by any Cash Flow Collateral Agent, for itself and on behalf Secured Party of the New First Lien required payments of interest, principal and other amounts owed in respect of the Cash Flow Collateral Obligations, so long as such receipt is not the direct or indirect result of the exercise by any Cash Flow Collateral Secured Parties, agrees that, unless and until the Discharge Party of ABL Obligations has occurred, it will not commence, rights or join with any Person (other than remedies as a secured creditor in respect of the ABL Secured Parties and the ABL Priority Collateral Agent upon the request thereof(including set-off) or enforcement in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to contravention of this Agreement of any Lien held by it it. Nothing in this Agreement shall prohibit the Common Collateral. receipt by any ABL Secured Party of the required payments of interest, principal and other amounts owed in respect of ABL Obligations, so long as such receipt is not the direct or indirect result of the exercise by any ABL Secured Party of rights or remedies as a secured creditor in respect of the Cash Flow Priority Collateral (fincluding set-off) Notwithstanding the foregoing, clauses (c), (d) and (e) or enforcement in contravention of this Section 2.3 shall not apply from and after the occurrence Agreement of the New First any Lien Enforcement Date, subject to the First Lien Intercreditor Agreementheld by it.

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, from the date hereof until the date upon which the Discharge of ABL Senior Priority Obligations shall have occurred, neither the New First Lien Collateral such Junior Priority Agent nor any New First Lien Secured Party and such Junior Priority Creditors: (i) will not Exercise Any Secured Creditor Remedies with respect to any Common the Collateral without the written consent of the ABL Collateral AgentSenior Priority Representative; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any Secured Creditor Remedies the exercise of which is otherwise prohibited by this Agreement, including, without limitation, Section 6) after a period of 180 consecutive days has elapsed from the date of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the applicable Junior Priority Credit Facility) has occurred and is continuing thereunder and stating its intention to Exercise Any Secured Creditor Remedies (the “Standstill Period”), and then only so long as (1) no Event of Default relating to the payment of interest, principal, fees or other Senior Priority Obligations shall have occurred and be continuing and (2) no Senior Priority Secured Party shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency Proceeding), and (ii) will not take, receive or accept any Proceeds of Common the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative. From and after the date upon which the Discharge of Senior Priority Obligations shall have occurred (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1. (b) Any Senior Priority Agent, on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors will not Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the written consent of the Senior Priority Representative and will not take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral AgentSenior Priority Representative; provided thatthat nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agentif applicable. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the New First Lien Senior Priority Documents or applicable law as to any Common Collateral. (b) Notwithstanding ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreementincluding Section 4.1 hereof. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth Nothing in this Agreement and shall prohibit the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf receipt by any Junior Priority Secured Party of the New First Lien required payments of interest, principal and other amounts owed in respect of the Junior Priority Obligations, so long as such receipt is not the direct or indirect result of the exercise by any Junior Priority Secured Parties, agrees that, unless and until Party of rights or remedies as a secured creditor in respect of the Discharge Collateral (including set-off) or enforcement in contravention of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to this Agreement of any Lien held by it in the Common Collateralit. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Note Agent, on behalf of itself and the New First Lien Noteholder Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Note Agent (including in its capacity as Note Collateral Agent Representative, as applicable) nor any New First Lien Noteholder Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, Agent and will not knowingly take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Note Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor AgreementSection 2.3(e) hereof, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien Collateral Note Agent or any New First Lien Noteholder Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Note Documents or applicable law as to any Common ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Note Agent or any Noteholder Secured Party is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (b) Notwithstanding The ABL Agent, on behalf of itself and the ABL Lenders, agrees that until the date upon which the Discharge of Note Obligations shall have occurred, neither the ABL Agent nor any ABL Lender will Exercise Any Secured Creditor Remedies with respect to the Note Priority Collateral without the written consent of the Note Agent and will not knowingly take, receive or accept any Proceeds of the Note Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Note Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Note Collateral Representative. Subject to Section 2.3(c) hereof, from and after the date upon which the Discharge of Note Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Note Agent), the ABL Agent or any ABL Lender may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Note Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or any ABL Lender is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (c) The ABL Agent, on behalf of itself and the ABL Lenders, agrees that until the date upon which the Discharge of Additional Obligations shall have occurred, neither the ABL Agent nor any ABL Lender will Exercise Any Secured Creditor Remedies with respect to the Note Priority Collateral without the written consent of any Additional Agent and will not knowingly take, receive or accept any Proceeds of the Note Priority Collateral (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), it being understood and agreed that the temporary deposit of Proceeds of Note Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Note Collateral Representative. Subject to Section 2.3(b) hereof, from and after the date upon which the Discharge of Additional Obligations shall have occurred (or prior thereto upon obtaining the written consent of each Additional Agent), the ABL Agent or any ABL Lender may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Note Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or any ABL Lender is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (d) Any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, agrees that until the date upon which the Discharge of ABL Obligations shall have occurred, neither such Additional Agent (including in its capacity as Note Collateral Representative, if applicable) nor any such Additional Creditor will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent and will not knowingly take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by such Additional Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Agent. Subject to Section 2.3(e) hereof, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), any Additional Agent or any Additional Creditor may Exercise Any Secured Creditor Remedies under any Additional Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Additional Agent or Additional Creditor is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (e) Any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, agrees that such Additional Agent and such Additional Creditors will not Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the written consent of the Note Collateral Representative and will not knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among each Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the Note Agent, on behalf of itself and the Noteholder Secured Parties), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Additional Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Note Collateral Representative; provided that nothing in this sentence shall prohibit any Additional Agent from taking such actions in its capacity as Note Collateral Representative, if applicable. The Note Agent, on behalf of itself and the Noteholder Secured Parties, agrees that the Note Agent and the Noteholder Secured Parties will not Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the written consent of the Note Collateral Representative and will not take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among each Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the Note Agent, on behalf of itself and the Noteholder Secured Parties), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by the Note Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Note Collateral Representative; provided that nothing in this sentence shall prohibit the Note Agent from taking such actions in its capacity as Note Collateral Representative, if applicable. Subject to Sections 2.3(a) and 2.3(c) hereof, the Note Collateral Representative may Exercise Any Secured Creditor Remedies under the Note Priority Collateral Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Note Collateral Representative is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (f) Notwithstanding any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral (i) the ABL Agent or any Secured Party from (i) filing a claim ABL Lender, or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Additional Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to createAdditional Creditor, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition from objecting to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral Collateral by any other Collateral the Note Agent or any other Noteholder Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured PartyNote Obligations, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it Note Agent or any such New First Lien Noteholder Secured Party may have as a junior lien creditor Party, or otherwise any Additional Agent or any Additional Creditor, from objecting to object to the manner in which any proposed retention of Collateral by the ABL Collateral Agent or any ABL Lender in full or partial satisfaction of any ABL Obligations, (iii) the ABL Secured Parties seek to enforce Agent or collect the any ABL Obligations Lender, or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Note Agent or ABL any Noteholder Secured Parties is adverse Party, from objecting to the interests any proposed retention of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in by any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Additional Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth any Additional Creditor in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf full or partial satisfaction of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commenceany Additional Obligations, or join with (iv) any Person (other than the ABL Secured Parties and the ABL Collateral Additional Agent upon the request thereof) in commencing, or any enforcement, collection, execution, levy or foreclosure action or proceeding with respect Additional Creditor represented thereby from objecting to any Lien held proposed retention of Collateral by it any other Additional Agent or any Additional Creditor represented by such other Additional Agent in the Common Collateralfull or partial satisfaction of any Additional Obligations. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Second Lien Collateral Agent nor any New First Second Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Collateral without the written consent of the ABL Collateral AgentPriority Collateral, and will not take, receive or accept any Proceeds of Common ABL Priority Collateral. From and after the date upon which the Discharge of ABL Obligations shall have occurred, the Second Lien Agent or any Second Lien Secured Party may Exercise Any Secured Creditor Remedies under the Second Lien Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Second Lien Agent or the Second Lien Secured Parties is at all times subject to the provisions of this Agreement. (b) The ABL Agents, on behalf of themselves and the ABL Secured Parties, agree that, from the date hereof until the date upon which the Discharge of Second Lien Obligations shall have occurred, neither the ABL Agents nor any ABL Secured Party will Exercise Any Secured Creditor Remedies with respect to the Second Lien Priority Collateral, and will not take, receive or accept any Proceeds of the Second Lien Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Second Lien Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Agent ABL Agents shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Second Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Second Lien Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date)occurred, the New First Lien Collateral Agent ABL Agents or any New First Lien ABL Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien ABL Documents or applicable law as to any Common Second Lien Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agents or the ABL Secured Parties is at all times subject to the provisions of this Agreement. (bc) Notwithstanding the provisions of Section Sections 2.3(a), 2.3(b) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Second Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorLoan Party, (ii) taking any action (not adverse to the priority status Lien Priority of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties Party has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforceenforce its Lien) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors Loan Parties arising under any Insolvency Proceeding or applicable non-bankruptcy law, (viv) voting on any plan of reorganization or file filing any proof of claim in any Insolvency Proceeding of any GrantorLoan Party, or (viivi) objecting to the proposed retention of collateral Collateral by any the other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Second Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (viivi) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, with the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral Term Agent nor any New First Lien Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien Collateral Term Agent or any New First Lien Term Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Term Documents or applicable law as to any Common ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Term Obligations shall have occurred, neither the ABL Agent nor any ABL Secured Party will Exercise Any Secured Creditor Remedies with respect to the Term Priority Collateral without the written consent of the Term Agent, and will not take, receive or accept any Proceeds of the Term Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Term Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the Term Agent. From and after the date upon which the Discharge of Term Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Term Agent), the ABL Agent or any ABL Secured Party may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Term Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or the ABL Secured Parties is at all times subject to the provisions of this Agreement. (c) Each Junior Agent that becomes a party to this Agreement, on behalf of itself and the Junior Secured Parties represented thereby, agrees that from the date such Junior Agent becomes a party to this Agreement until the date upon which the Discharge of Senior Obligations shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against any Credit Party, (i) neither such Junior Agent nor any Junior Secured Party represented thereby will (x) Exercise Any Secured Creditor Remedies with respect to any Junior Shared Collateral, (y) contest, protest or object (or support any contest, protest or objection) to any Exercise of Any Secured Creditor Remedies brought with respect to the Junior Shared Collateral or any other Senior Collateral by any Senior Agent or any Senior Secured Party in respect of the Senior Obligations, including the exercise of any right by any Senior Agent or any Senior Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Senior Agent or any Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party of any rights and remedies relating to the Junior Shared Collateral under the ABL Documents or the Term Documents, as applicable, or otherwise in respect of the Senior Collateral or the Senior Obligations, or (z) object (or support any objection) to the forbearance by the Senior Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Junior Shared Collateral in respect of Senior Obligations and (ii) the Senior Agents and the Senior Secured Parties shall have the sole and exclusive right to Exercise Any Secured Creditor Remedies in accordance with the provisions of this Agreement (including clause (a) and (b) above) (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Junior Shared Collateral without any consultation with, notice to, or the consent of any Junior Agent or any Junior Secured Party. In exercising rights and remedies with respect to the Senior Collateral, the Senior Agents and the Senior Secured Parties may enforce the provisions of the ABL Documents and the Term Documents, as applicable, and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion consistent with the terms of this Agreement (including clauses (a) and (b) above). Such exercise and enforcement shall include the rights of an agent appointed by the Senior Secured Parties to sell or otherwise dispose of or deal with Junior Shared Collateral, including upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender, including under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Debtor Relief Laws of any applicable jurisdiction. (d) Notwithstanding the provisions of Section Sections 2.3(a), 2.3(b) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations, Term Obligations or New First Lien the Junior Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorCredit Party, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties Party has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, Party or (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Credit Party, in each case (i) through (viiiv) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, with the express terms of this Agreement. In the event any Junior Secured Party becomes a judgment lien creditor in respect of Junior Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Junior Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Junior Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Agents or the Senior Secured Parties may have with respect to the Senior Collateral. (ce) So long as the Discharge of Senior Obligations has not occurred, each Junior Agent that becomes a party to this Agreement, for and on behalf of itself and the Junior Secured Parties represented thereby, agrees that it will not, in the context of its role as secured creditor, take or receive any Junior Shared Collateral or any Proceeds of Junior Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Junior Shared Collateral in respect of Junior Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Obligations has occurred, except as expressly provided in Section 2.3(d), the sole right of the Junior Agents and the Junior Secured Parties with respect to the Junior Shared Collateral is to hold a Lien on the Junior Shared Collateral in respect of Junior Obligations pursuant to the applicable Junior Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Obligations has occurred. (f) Subject to Section 2.3(b2.3(d), (i) the New First Lien Collateral Agenteach Junior Agent that becomes a party to this Agreement, for itself and on behalf of itself and the New First Lien Junior Secured PartiesParties represented thereby, agrees that neither it such Junior Agent nor any such New First Lien Junior Secured Party will take any action that would hinder or delay any exercise of remedies undertaken by the ABL Collateral any Senior Agent or the ABL any Senior Secured Parties Party with respect to the Receivables CollateralJunior Shared Collateral under any Senior Debt Document, including any sale, lease, exchange, transfer or other disposition of Receivables the Junior Shared Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agenteach Junior Agent that becomes a party to this Agreement, for itself and on behalf of itself and the New First Lien Junior Secured PartiesParties represented thereby, hereby waives any and all rights it or any such New First Lien Junior Secured Party may have as a junior lien creditor or otherwise to object to or contest or protest (or support any objection to or contest or protest of) the manner in which the ABL Collateral Agent Senior Agents or the ABL Senior Secured Parties seek to enforce or collect the ABL Senior Obligations or the Liens granted in on any of the Receivables Senior Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral any Senior Agent or ABL any other Senior Secured Parties Party is adverse to the interests of the New First Lien Junior Secured Parties. (dg) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, Each Junior Agent that becomes a party to this Agreement hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Junior Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent Senior Agents or the ABL Senior Secured Parties with respect to the Receivables Senior Collateral as set forth in this Agreement and the ABL Senior Debt Documents. (eh) Subject to Section 2.3(b2.3(d), the New First Lien Collateral Agenteach Junior Agent that becomes a party to this Agreement, for itself and on behalf of itself and the New First Lien Junior Secured PartiesParties represented thereby, agrees that, unless and until the Discharge of ABL Senior Obligations has occurred, it will not commencecommence (or support the commencement of), or join with any Person (other than the ABL Senior Secured Parties and the ABL Collateral Agent upon the request thereofSenior Agents) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence Junior Shared Collateral under any of the New First Lien Enforcement Date, subject to Junior Documents or otherwise in respect of the First Lien Intercreditor AgreementJunior Obligations.

Remedies Standstill. (a) The New First Lien Collateral Term Loan Agent, on behalf of itself and the New First Lien Term Loan Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurredObligations, neither the New First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Agent Representative, as applicable) nor any New First Lien Term Loan Secured Party (x) will, or will seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and Agent or (y) will not knowingly take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Term Loan Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral AgentRepresentative. Subject to the First Lien Intercreditor AgreementSection 2.3(b) and Section 2.3(g) hereof, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien Collateral Term Loan Agent or any New First Lien Term Loan Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Term Loan Documents or applicable law as to any Common ABL Priority Collateral. (b) Notwithstanding ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Loan Agent or any Term Loan Secured Party is at all times subject to the provisions of this Agreement, including Section 2.3(a) or any other provision of this Agreement but subject 4.1 hereof. Notwithstanding anything to the First Lien Intercreditor Agreementcontrary contained herein, nothing contained herein shall be construed to prevent any Collateral the Term Loan Agent or any Term Loan Secured Party from may: (i) filing file a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Term Loan Obligations; provided that an Insolvency Proceeding has been commenced by or against any Grantor, ; (ii) taking take any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien ABL Priority Collateral, or the rights of the other Collateral ABL Agent or any of the other ABL Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under Article 6) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority of its Lien on, any Common of the ABL Priority Collateral, ; (iii) filing file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading filed made by any Person person objecting to or otherwise seeking the disallowance of the claim claims or Lien Liens of such the Term Loan Secured Parties, including any claims secured by the Term Loan Priority Collateral Agent or Secured Partythe ABL Priority Collateral, if any, in each case in accordance with the terms of this Agreement; (iv) filing file any pleadings, objections, motions, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent withprohibited by, the terms of this Agreement. Agreement or applicable law (cincluding the Bankruptcy Laws of any applicable jurisdiction) Subject and, subject to Section 2.3(b)the restrictions set forth in this Section, (i) the New First Lien Collateral Agentany pleadings, for itself and on behalf of the New First Lien Secured Partiesobjections, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent motions or the ABL Secured Parties agreements which assert rights or interests available to secured creditors solely with respect to the Receivables ABL Priority Collateral; and (v) vote on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support of or opposition to, as applicable, the confirmation or approval of any salePlan of Reorganization) that are, leasein each case, exchangein accordance with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwiseany vote to accept, and (ii) any other act to support the New First Lien Collateral Agentconfirmation or approval of, for itself any Non-Conforming Plan of Reorganization shall be inconsistent with and on behalf accordingly, a violation of the New First Lien Secured Partiesterms of this Agreement, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL DocumentsAgent shall be entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of Reorganization withdrawn. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Notes Collateral Agent, on behalf of itself and the New First Lien Notes Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Notes Collateral Agent nor any New First Lien Notes Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Intercreditor Collateral without the prior written consent of the ABL Collateral Agent, and (i) will not take, receive or accept any Proceeds of Common CollateralIntercreditor Collateral or (ii) in the event such Proceeds were received by the Notes Collateral Agent, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral will apply them in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to accordance with Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent4.1(c). Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date)occurred, the New First Lien Notes Collateral Agent or any New First Lien Notes Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Notes Documents or applicable law as to any Common Intercreditor Collateral. (b) Notwithstanding the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Notes Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Intercreditor Collateral in which such other Collateral Agent or other Secured Parties has have a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Intercreditor Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (viv) voting on any plan of reorganization or file filing any proof of claim in any Insolvency Proceeding of any Grantor, or (viivi) objecting to the proposed retention of collateral by any the other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Notes Obligations due to such the other Collateral Agent or such other Secured Party, in each case (i) through (viivi) above to the extent not inconsistent in consistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Notes Collateral Agent, for itself and on behalf of the New First Lien Notes Secured Parties, agrees that neither it nor any such New First Lien Notes Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Intercreditor Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Intercreditor Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Notes Collateral Agent, for itself and on behalf of the New First Lien Notes Secured Parties, hereby waives any and all rights it or any such New First Lien Notes Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Intercreditor Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Notes Secured Parties. (d) The New First Lien Notes Collateral Agent, for itself and on behalf of the New First Lien Notes Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Notes Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Intercreditor Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Notes Collateral Agent, for itself and on behalf of the New First Lien Notes Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Intercreditor Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL First Lien Obligations shall have occurred, neither the New First Second Lien Collateral Agent nor any New First Second Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the Collateral without the prior written consent of the ABL Collateral First Lien Agent, and will not take, receive or accept any Proceeds of Common Collateral; provided, it being understood and agreed however, that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Second Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party may Exercise Any Secured Creditor Remedies after a period of 180 days (or, in the case of any Collateral comprising ABL Priority Collateral (as defined in the Initial First Lien Credit Agreement, 210 days) has elapsed since the date on which the Second Lien Agent has delivered to the First Lien Agent written notice of the acceleration of the Indebtedness outstanding under the New Second Lien Documents (the “Standstill Period”); provided further, however, that (i) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Agent or any other Second Lien Secured Party Exercise Any Secured Creditor Remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any Exercise of Any Secured Creditor Remedies, if the First Lien Documents Agent or applicable law any other First Lien Secured Party shall have commenced, and shall be diligently pursuing in good faith (or shall have sought or requested (and not have been denied) relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), the Exercise of Any Secured Creditor Remedies and (ii) after the expiration of the Standstill Period, so long as neither the First Lien Agent nor the other First Lien Secured Parties have commenced any action to enforce their Lien on any Common material portion of the Collateral, in the event that and for so long as the Second Lien Secured Parties (or the Second Lien Agent on their behalf) have commenced any actions to enforce their Lien with respect to all or any material portion of the Collateral to the extent permitted hereunder and are diligently pursuing in good faith such actions, neither the First Lien Secured Parties nor the First Lien Agent shall take any action of a similar nature with respect to such Collateral without the prior written consent of the Second Lien Agent; provided that all other provisions of this Agreement (including the turnover provisions of Section 3.6) are complied with. (b) Notwithstanding the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein The foregoing shall not be construed to prevent any Collateral the Second Lien Agent or any Second Lien Secured Party from (i) filing a claim or claim, proof of claim, statement of interest or any similar form with respect to the ABL Obligations or New First Second Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorCredit Party, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral First Lien Agent or the other First Lien Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral First Lien Agent or any of the other First Lien Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading or action filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral the Second Lien Agent or any Second Lien Secured Party, (iv) filing exercising rights and remedies as unsecured creditors, as provided in Section 2.9, (v) inspecting or appraising the Collateral or receiving reports with respect to the Collateral so long as such actions do not interfere in any pleadings, objections, motions, or agreements which assert material respect with the rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, First Lien Secured Parties hereunder and (vi) voting on any plan subject to Section 2.2 and clause (i) of reorganization or file any proof the second proviso of claim in any Insolvency Proceeding of any GrantorSection 2.3(a) (and subject, or (vii) objecting generally, to the proposed retention Lien Priority provisions and application of collateral by proceeds provisions set forth herein), enforcing any other of its rights and exercising any of its remedies with respect to the Collateral Agent or any other Secured Party after termination of the Standstill Period. Except for the actions set forth in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case clauses (i) through (viivi) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurredthe First Lien Obligations, it will not commence, or join with any Person (the sole right of the Second Lien Agent and the other than the ABL Second Lien Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding Collateral shall be to receive the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence Proceeds of the New Collateral, if any, remaining after Discharge of First Lien Enforcement Date, subject to Obligations has occurred and in accordance with the First Second Lien Intercreditor AgreementDocuments and applicable law.

Remedies Standstill. (a) The New First Lien Collateral 1. Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors: a. will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of the Senior Priority Representative; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies after a period of 180 consecutive days has elapsed from the date hereof until of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the date upon which applicable Junior Priority Credit Facility) has occurred and is continuing thereunder and stating its intention to Exercise Any Secured Creditor Remedies (the Discharge of ABL Obligations “Standstill Period”), and then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as no Senior Priority Secured Party shall have occurredcommenced (or attempted to commence or given notice of its intent to commence) the Exercise of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency Proceeding); provided further that notwithstanding anything herein to the contrary, neither in no event shall the New First Lien Collateral Junior Priority Agent nor any New First Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common the Collateral without if, notwithstanding the written consent expiration of the ABL Collateral AgentStandstill Period, Senior Priority Secured Party shall have commenced and be diligently pursuing the Exercise of Secured Creditor Remedies (or shall have sought or requested relief or modification of the automatic stay or any other stay in an Insolvency Proceeding to enable the commencement and pursuit thereof); and b. will not contest, protest or object to any foreclosure proceeding or action brought by the Senior Priority Representative or any other Senior Priority Agent of any rights and remedies relating to the Collateral under the Senior Priority Credit Facilities or otherwise, in each case so long as any Proceeds are distributed in accordance with Section 4.01; c. will not knowingly take, receive or accept any Proceeds of Common the Collateral in connection with any Exercise of Secured Creditor Remedies except to the extent such Proceeds were paid pursuant to Section 4.01; and d. subject to their rights under clause (a)(i) above, will not object to the forbearance by the Senior Priority Representative or any other Senior Priority Agent or the Senior Priority Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement each case so long as such any Proceeds are promptly remitted to distributed in accordance with Section 4.01. 2. Until the ABL Collateral Agent; provided thatDischarge of Senior Priority Obligations, whether or not any Insolvency Proceeding has been commenced by or against any Loan Party, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date2.03(a)(i), the New First Lien Collateral Agent acting on behalf of itself and Senior Priority Representative (or its agent or nominee) shall have the New First Lien exclusive right to Exercise Any Secured Parties may exercise such remedies Creditor Remedies without such prior written any consultation with or the consent of the Junior Priority Representative, any other Collateral AgentJunior Priority Agent or any Junior Priority Creditor; provided that any Proceeds are distributed in accordance with Section 4.01. 3. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date)Senior Priority Obligations, the New First Lien Collateral any Junior Priority Agent or and any New First Lien Secured Party Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the New First Lien Junior Priority Documents or applicable law as to any Common Collateral. (b) Notwithstanding ; subject to the provisions of this Agreement, including Section 2.3(a) or any other provision of this Agreement but subject 4.01. Notwithstanding anything to the First Lien Intercreditor Agreementcontrary contained herein, nothing contained herein shall be construed to prevent any Collateral Junior Priority Agent or any Junior Priority Secured Party from (i) filing may: a. make such demands or file such claims in respect of the [Senior] [Junior] Priority Obligations owed to such [Senior] [Junior] Priority Agent and the [Senior] [Junior] Priority Creditors represented thereby as are necessary to prevent the waiver or bar of such claims under applicable statutes of limitations or other statutes, court orders, or rules of procedure at any time; b. file a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking Junior Priority Obligations; c. take any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority of its Lien on, any Common of the Collateral, (iii) filing ; d. file any necessary responsive or responsive defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading filed made by any Person person objecting to or otherwise seeking the disallowance of the claim claims of the Junior Priority Secured Parties represented thereby or Lien of such Collateral Agent or Secured Partythe same Series of Senior Priority Debt, (iv) filing in accordance with the terms of this Agreement; e. file any pleadings, objections, motions, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors Loan Parties arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (vi) voting including the Bankruptcy Laws of any applicable jurisdiction); and f. vote on any plan Plan of reorganization or Reorganization, file any proof of claim claim, make other filings and make any arguments and motions (including in any Insolvency Proceeding support of or opposition to, as applicable, the confirmation or approval of any Grantor, or (viiPlan of Reorganization) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Partythat are, in each case (i) through (vii) above to the extent not inconsistent withcase, or could not result in a resolution inconsistent with, accordance with the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral 4. Any Senior Priority Agent, for itself and on behalf of the New First Lien Secured Partiesitself and any Senior Priority Creditors represented thereby, agrees that neither it nor any such New First Lien Secured Party Senior Priority Agent and such Senior Priority Creditors will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwisenot, and will not seek to, Exercise Any Secured Creditor Remedies (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor institute or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted join in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement DateCollateral without the written consent of the Senior Priority Representative; provided that nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, if applicable. The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the Senior Priority Collateral Documents or applicable law as to any Collateral subject to the First provisions of this Agreement, including Section 4.01 hereof. Notwithstanding anything to the contrary contained herein, any Senior Priority Agent or any Senior Priority Secured Party may: a. make such demands or file such claims in respect of the [Senior] [Junior] Priority Obligations owed to such [Senior] [Junior] Priority Agent and the [Senior] [Junior] Priority Creditors represented thereby as are necessary to prevent the waiver or bar of such claims under applicable statutes of limitations or other statutes, court orders, or rules of procedure at any time; b. file a claim or statement of interest with respect to the Senior Priority Obligations; c. take any action in order to create, prove, perfect, preserve or protect (but not enforce) its Lien Intercreditor on and rights in, and the perfection and priority of its Lien on, any of the Collateral; d. file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Senior Priority Secured Parties represented thereby in accordance with the terms of this Agreement; e. file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction); and f. vote on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance with the terms of this Agreement.

Remedies Standstill. (a) The New First Lien Collateral Following the occurrence of any Term Loan Event of Default and until the expiration of the Remedy Standstill Period, the Term Agent may not commence or continue the Exercise of Any Secured Creditor Remedies in respect of the ABL Priority Collateral; provided, however, nothing contained herein shall impair the Term Agent’s rights to take, on behalf in the event that the ABL Agent has declined to take such protective actions within a reasonable time period after the written request by the Term Agent to the ABL Agent to do so, any actions (including the commencement of itself legal proceedings) that the Term Agent deems necessary to protect and preserve, but not to realize or foreclose on, the New First Lien Secured ABL Priority Collateral. After the expiration of the Remedy Standstill Period, and upon five (5) Business Days prior written notice to the ABL Agent (which notice may be delivered to the ABL Agent during the Remedy Standstill Period but in no event more than ten (10) days prior to the expiration thereof), the Term Agent may take, for the benefit of the Term Credit Parties, agrees that, from one or more of the date hereof until following actions in respect of the date upon which Term Loan Event of Default that was the Discharge subject of ABL Obligations shall have occurred, neither the New First Lien Collateral Agent nor any New First Lien Secured Party will notice giving rise to such Remedy Standstill Period at the same or different times: (1) the Exercise of Any Secured Creditor Remedies with respect to any Common the ABL Priority Collateral (including, without the written consent limitation, foreclosure upon and taking possession of the ABL Collateral AgentPriority Collateral); provided, and will not takehowever, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after until the date upon on which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date)has occurred, the New First Lien Collateral Term Agent will not commence or any New First Lien Secured Party may continue the Exercise of Any Secured Creditor Remedies or seek or continue remedies under the New First Lien Term Documents on account of the ABL Priority Collateral so long as the ABL Agent is diligently pursuing in good faith the exercise of its enforcement rights and remedies against all or a material portion of the ABL Priority Collateral; and (2) exercise any and all other remedies under the Term Documents and applicable law as available to the Term Credit Parties with respect to the ABL Priority Collateral, including the notification of account debtors or other Persons obligated on ABL Priority Collateral of the assignment of any Common CollateralLoan Party’s accounts receivable to the ABL Agent and the Term Agent, all subject to the first proviso in Section 2.3(a)(1) above. (b) Notwithstanding Following the provisions occurrence of Section 2.3(a) any ABL Event of Default and until the expiration of the Remedy Standstill Period, the ABL Agent may not commence or any other provision continue the Exercise of this Agreement but subject to Any Secured Creditor Remedies in respect of the First Lien Intercreditor AgreementTerm Priority Collateral; provided, however, nothing contained herein shall impair the ABL Agent’s rights to take, in the event that the Term Agent has declined to take such protective actions within a reasonable time period after the written request by the ABL Agent to the Term Agent to do so, any actions (including the commencement of legal proceedings) that the ABL Agent deems necessary to protect and preserve, but not to realize or foreclose on, the Term Priority Collateral.. After the expiration of the Remedy Standstill Period, and upon five (5) Business Days prior written notice to the Term Agent (which notice may be delivered to the Term Agent during the Remedy Standstill Period but in no event more than ten (10) days prior to the expiration thereof), the ABL Agent may take, for the benefit of the ABL Credit Parties, one or more of the following actions in respect of the ABL Event of Default that was the subject of the notice giving rise to such Remedy Standstill Period at the same or different times: (1) the Exercise of Any Secured Creditor Remedies with respect to the Term Priority Collateral (including, without limitation, foreclosure upon and taking possession of the Term Priority Collateral); provided, however, that until the date on which the Discharge of Term Obligations has occurred, the ABL Agent will not commence or continue the Exercise of Any Secured Creditor Remedies or seek or continue remedies under the ABL Documents on account of the Term Priority Collateral so long as the Term Agent is diligently pursuing in good faith the exercise of its enforcement rights and remedies against all or a material portion of the Term Priority Collateral; and (2) the exercise of any and all other remedies under the ABL Documents and applicable law available to the ABL Credit Parties with respect to the Term Priority Collateral, including the notification of account debtors or other Persons obligated on Term Priority Collateral of the assignment of any Loan Party’s accounts receivable to the Term Agent and the ABL Agent, all subject to the proviso in Section 2.3(b)(1) above. (c) Until the Discharge of ABL Obligations, all Proceeds of ABL Priority Collateral received by the Term Agent shall be turned over to the ABL Agent for prompt application in accordance with Section 4.1(b) hereof, or, to the extent that the Term Agent is entitled to apply such Proceeds to the Term Obligations pursuant to the terms of this Agreement, applied promptly by the Term Agent in accordance with Section 4.1(c). This Section 2.3 shall not be construed to prevent in any way limit or impair the rights of the Term Agent to join (but not control or object to in any way) any foreclosure or other Exercise of Secured Creditor Remedies with respect to the Collateral initiated by the ABL Agent, so long as it does not delay or interfere in any material respect with the exercise by the ABL Credit Parties of their respective rights as provided in this Agreement. (d) Until the Discharge of Term Obligations, all Proceeds of Term Priority Collateral received by the ABL Agent shall be turned over to the Term Agent for prompt application in accordance with Section 4.1(c) hereof, or, to the extent that the ABL Agent is entitled to apply such Proceeds to the ABL Obligations pursuant to the terms of this Agreement, applied promptly by the ABL Agent in accordance with Section 4.1(b). This Section 2.3 shall not be construed to in any way limit or impair the rights of the ABL Agent to join (but not control or object to in any way) any foreclosure or other Exercise of Secured Creditor Remedies with respect to the Collateral initiated by the Term Agent, so long as it does not delay or interfere in any material respect with the exercise by the Term Credit Parties of their respective rights as provided in this Agreement. (e) Nothing contained herein shall impair the Term Agent’s or any Secured Party from Term Credit Party’s rights (i) filing to exercise any remedies against any of the Term Loan Parties or the Collateral (other than any remedies against any ABL Priority Collateral) pursuant to the Term Documents; (ii) to accelerate any of the Term Obligations; (iii) to make demand upon any Loan Party or any other Person liable on the Term Obligations; (iv) to institute a lawsuit to collect its debt; (v) to exercise any of its rights or remedies with respect to the ABL Priority Collateral as and when permitted by Section 2.3(a), (vi) to file a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed Term Obligations; (vii) to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking take any action (not adverse to the priority and perfection status of of, and validity and value of, the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien ABL Agent, or the rights of the other Collateral ABL Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, the Collateral subject to the other terms of this Agreement; (iiiviii) filing to file any necessary responsive or responsive defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading filed made by any Person objecting to or otherwise seeking the disallowance of the claim claims of the Term Credit Parties, including, without limitation, any claims secured by the Collateral, if any, in each case not otherwise in contravention of the terms of this Agreement; (ix) to exercise any rights or Lien of such Collateral Agent remedies available to unsecured creditors or Secured Party, (iv) filing file any pleadings, objections, motions, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors Loan Parties arising under the Term Documents, any Insolvency Proceeding or applicable non-bankruptcy law, in each case, to the extent not otherwise prohibited by the terms of this Agreement and not otherwise inconsistent with the terms of this Agreement; and (vix) voting to vote on any plan of reorganization reorganization, arrangement or compromise or any proposal, file any proof of claim claim, make other filings and make any arguments and motions in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Partythat are, in each case (i) through (vii) above to the extent case, not inconsistent with, or could not result in a resolution inconsistent with, otherwise prohibited by the terms of this Agreement. (cf) Subject Nothing contained herein shall impair the ABL Agent’s or any ABL Credit Party’s rights (i) to exercise any remedies against any of the Loan Parties or the Collateral (other than any remedies against any Term Priority Collateral) pursuant to the ABL Documents; (ii) to accelerate any of the ABL Obligations; (iii) to make demand upon any Loan Party or any other Person liable on the ABL Obligations; (iv) to institute a lawsuit to collect its debt, including the filing, or participation in a filing, of any involuntary bankruptcy petition in respect to any Loan Party; (v) to exercise any of its rights or remedies with respect to the Term Priority Collateral as and when permitted by Section 2.3(b), (ivi) the New First Lien Collateral Agent, for itself and on behalf to file a claim or statement of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties interest with respect to the Receivables CollateralABL Obligations; (vii) to take any action (not adverse to the priority and perfection status of, including and validity and value of, the Liens of the Term Agent, or the rights of the Term Agent to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral subject to the other terms of this Agreement; (viii) to file any salenecessary responsive or defensive pleadings in opposition to any motion, leaseclaim, exchange, transfer adversary proceeding or other disposition of Receivables Collateral, whether pleading made by foreclosure any Person objecting to or otherwise, and (ii) otherwise seeking the New First Lien Collateral Agent, for itself and on behalf disallowance of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf claims of the ABL Collateral Agent Credit Parties, including, without limitation, any claims secured by the Collateral, if any, in each case not otherwise in contravention of the terms of this Agreement; (ix) to exercise any rights or remedies available to unsecured creditors or file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under the ABL Secured Parties is adverse Documents, any Insolvency Proceeding or applicable non-bankruptcy law, in each case, to the interests extent not otherwise prohibited by the terms of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and not otherwise inconsistent with the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf terms of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) this Agreement; and (ex) to vote on any plan of reorganization, arrangement or compromise or any proposal, file any proof of claim, make other filings and make any arguments and motions in any Insolvency Proceeding that are, in each case, not otherwise prohibited by the terms of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors: (i) will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of each Senior Priority Agent; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any remedies the exercise of which is otherwise prohibited by this Agreement, including, without limitation, Section 6) after a period of 180 consecutive days has elapsed from the date hereof until of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that (x) an Event of Default (as defined under the date upon which applicable Junior Priority Credit Agreement) has occurred and is continuing thereunder, (y) the Discharge Junior Priority Obligations are currently due and payable in full (whether as a result of ABL the acceleration thereof or otherwise) in accordance with the terms of the Junior Priority Documents and (z) stating its intention to Exercise Any Secured Creditor Remedies (the “Junior Standstill Period”), and then only so long as (1) no Event of Default relating to the payment of interest, principal, fees or other Senior Priority Obligations shall have occurred, neither the New First Lien Collateral Agent nor any New First Lien occurred and be continuing and (2) no Senior Priority Secured Party will shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise Any of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any Common Collateral without the written consent of the ABL Collateral Agentother stay in any Insolvency Proceeding) and, and in each case, such Junior Priority Agent has notice thereof; and (ii) will not take, receive or accept any Proceeds of Common the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative. From and after the Discharge of Senior Priority Obligations (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1. (b) Any Senior Priority Agent, on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors will not Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the written consent of the Senior Priority Representative and will not take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral AgentSenior Priority Representative; provided thatthat nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agentif applicable. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the New First Lien Senior Priority Documents or applicable law as to any Common Collateral. (b) Notwithstanding ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to including Section 4.1 hereof. Notwithstanding the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the equal priority status of the Liens securing each Series of Senior Priority Debt, the other Senior Priority Representative may deal with the Collateral Agent or other Secured Parties on as if the Common Collateral in which such other Collateral Agent or other Secured Parties has Senior Priority Representative had a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its senior and exclusive Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms contravention of this Agreement.. The Senior Priority Representative or any other Senior Priority Secured Party shall not be liable for any action taken or omitted to be taken by the Senior Priority Representative in accordance with the provisions of this Agreement.16 (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth Nothing in this Agreement and shall prohibit the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf receipt by any Junior Priority Secured Party of the New First Lien required payments of interest, principal and other amounts owed in respect of the Junior Priority Obligations, so long as such receipt is not the direct or indirect result of the exercise by any Junior Priority Secured Parties, agrees that, unless and until Party of rights or remedies as a secured creditor in respect of the Discharge Collateral (including set-off) or enforcement in contravention of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to this Agreement of any Lien held by it in the Common Collateralit. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurredSenior Priority Obligations, neither the New First Lien Collateral such Junior Priority Agent nor any New First Lien Secured Party and such Junior Priority Creditors: (i) will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to any Common the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of the ABL Collateral AgentSenior Priority Representative; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any Secured Creditor Remedies the exercise of which is otherwise prohibited by this Agreement, including Section 6) after a period of 180 consecutive days has elapsed from the date of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the applicable Junior Priority Credit Facility) has occurred and is continuing thereunder and stating its intention to Exercise Any Secured Creditor Remedies (the “Standstill Period”), and then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as (1) no Event of Default relating to the payment of interest, principal, fees or other Senior Priority Obligations shall have occurred and be continuing and (2) no Senior Priority Secured Party shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency Proceeding), and (ii) will not knowingly take, receive or accept any Proceeds of Common the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral AgentSenior Priority Representative. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Senior Priority Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement Dateeach Senior Priority Agent), the New First Lien Collateral any Junior Priority Agent or and any New First Lien Secured Party Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the New First Lien Junior Priority Documents or applicable law as to any Common Collateral. (b) Notwithstanding the provisions ; provided, however, that any Exercise of Section 2.3(a) Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any other provision of this Agreement but Junior Priority Creditor is at all times subject to the First Lien Intercreditor -32- provisions of this Agreement, nothing including Section 4.1. Notwithstanding anything to the contrary contained herein shall be construed to prevent herein, any Collateral Junior Priority Agent or any Junior Priority Secured Party from (i) filing may: file a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Junior Priority Obligations; provided that an Insolvency Proceeding has been commenced by or against any Grantor, (ii) taking Credit Party; take any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien Senior Priority Collateral, or the rights of the other Collateral Senior Priority Agent or any of the other Senior Priority Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under Article VI) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority of its Lien on, any Common of the Senior Priority Collateral, (iii) filing ; file any necessary responsive or responsive defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading filed made by any Person person objecting to or otherwise seeking the disallowance of the claim claims of the Junior Priority Secured Parties represented thereby or Lien of such Collateral Agent or Secured Partythe same Series of Senior Priority Debt, (iv) filing in accordance with the terms of this Agreement; file any pleadings, objections, motions, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors Credit Parties arising under either any Insolvency Proceeding or applicable non-bankruptcy law, in each case not inconsistent with or prohibited by the terms of this Agreement or applicable law (vi) voting including the Bankruptcy Laws of any applicable jurisdiction); and vote on any plan Plan of reorganization or Reorganization, file any proof of claim claim, make other filings and make any arguments and motions (including in any Insolvency Proceeding support of or opposition to, as applicable, the confirmation or approval of any Grantor, or (viiPlan of Reorganization) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Partythat are, in each case (i) through (vii) above to the extent not inconsistent withcase, or could not result in a resolution inconsistent with, accordance with the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Junior Lien Collateral Agent, on behalf of itself and the New First Junior Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Senior Lien Obligations shall have occurred, neither the New First Junior Lien Collateral Agent nor any New First Junior Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the Collateral without the prior written consent of the ABL Collateral Senior Lien Agent, and will not take, receive or accept any Proceeds of Common Collateral; provided, it being understood and agreed however, that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Junior Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party may Exercise Any Secured Creditor Remedies after a period of 120 days (which period shall be tolled during any period in which the Senior Lien Agent is not entitled, on behalf of the Senior Lien Secured Parties, to Exercise any Secured Creditor Remedies as a result of (A) any injunction issued by a court of competent jurisdiction or (B) the automatic stay or any other stay or prohibition in any Insolvency Proceeding) has elapsed since the date on which the Junior Lien Agent has delivered to the Senior Lien Agent written notice of the acceleration of the Indebtedness outstanding under the New First Junior Lien Documents (the “Standstill Period”); provided further, however, that (i) notwithstanding the expiration of the Standstill Period or applicable law anything herein to the contrary, in no event shall the Junior Lien Agent or any other Junior Lien Secured Party Exercise Any Secured Creditor Remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any Exercise of Any Secured Creditor Remedies, if the Senior Lien Agent or any other Senior Lien Secured Party shall have commenced, and shall be diligently pursuing in good faith the Exercise of Any Secured Creditor Remedies and (ii) after the expiration of the Standstill Period, so long as neither the Senior Lien Agent nor the other Senior Lien Secured Parties have commenced any action to enforce their Lien on any Common material portion of the Collateral, in the event that and for so long as the Junior Lien Secured Parties (or the Junior Lien Agent on their behalf) have commenced any actions to enforce their Lien with respect to all or any material portion of the Collateral to the extent permitted hereunder and are diligently pursuing in good faith such actions, neither the Senior Lien Secured Parties nor the Senior Lien Agent shall take any action of a similar nature with respect to such Collateral without the prior written consent of the Junior Lien Agent; provided that all other provisions of this Agreement (including the turnover provisions of Section 3.6) are complied with. (b) Notwithstanding the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein The foregoing shall not be construed to prevent any Collateral the Junior Lien Agent or any Junior Lien Secured Party from (i) filing a claim or claim, proof of claim, statement of interest or any similar form with respect to the ABL Obligations or New First Junior Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorCredit Party, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Senior Lien Agent or the other Senior Lien Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Senior Lien Agent or any of the other Senior Lien Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading or action filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral the Junior Lien Agent or any Junior Lien Secured Party, (iv) filing exercising rights and remedies as unsecured creditors, as provided in Section 2.9, (v) inspecting or appraising the Collateral or receiving reports with respect to the Collateral so long as such actions do not interfere in any pleadings, objections, motions, or agreements which assert material respect with the rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, Senior Lien Secured Parties hereunder and (vi) voting on any plan subject to Section 2.2 and clause (i) of reorganization or file any proof the second proviso of claim in any Insolvency Proceeding of any GrantorSection 2.3(a) (and subject, or (vii) objecting generally, to the proposed retention Lien Priority provisions and application of collateral by proceeds provisions set forth herein), enforcing any other of its rights and exercising any of its remedies with respect to the Collateral Agent or any other Secured Party after termination of the Standstill Period. Except for the actions set forth in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case clauses (i) through (viivi) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurredthe Senior Lien Obligations, it will not commence, or join with any Person (the sole right of the Junior Lien Agent and the other than the ABL Junior Lien Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding Collateral shall be to receive the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence Proceeds of the New First Collateral, if any, remaining after Discharge of Senior Lien Enforcement Date, subject to Obligations has occurred and in accordance with the First Junior Lien Intercreditor AgreementDocuments and applicable law.

Remedies Standstill. (a) The New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Credit Parties, agrees that, from the date hereof until the Term Remedies Exercise Date shall have occurred, neither the Term Agent nor any Term Credit Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral. From and after the expiration of the Standstill Period and upon ten (10) Business Days prior written notice to the ABL Agent (which notice may be delivered to the ABL Agent during the Standstill Period but in no event more than thirty (30) days prior to the expiration thereof), the Term Agent or any Term Credit Party may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent or the Term Credit Parties is at all times subject to the provisions of this Agreement (including, without limitation, the application of proceeds in accordance with Section 4.1 hereof). Notwithstanding anything to the contrary set forth herein, until the earlier of the date on which the Discharge of ABL Obligations has occurred and the Term Remedies Exercise Date, the Term Agent will not commence or continue the Exercise of Any Secured Creditor Remedies or seek or continue remedies under the Term Documents on account of the ABL Priority Collateral so long as the ABL Agent is diligently pursuing in good faith the exercise of its enforcement rights and remedies against all or a material portion of the ABL Priority Collateral. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations Remedies Exercise Date shall have occurred, neither the New First Lien Collateral ABL Agent nor any New First Lien ABL Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common Term Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence expiration of the New First Lien Enforcement DateStandstill Period and upon ten (10) Business Days prior written notice to the Term Agent (which notice may be delivered to the Term Agent during the Standstill Period but in no event more than thirty (30) days prior to the expiration thereof), the New First Lien Collateral ABL Agent or any New First Lien ABL Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien ABL Documents or applicable law as to any Common Term Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or the ABL Secured Parties is at all times subject to the provisions of this Agreement (including, without limitation, the application of proceeds in accordance with Section 4.1 hereof). Notwithstanding anything to the contrary set forth herein, until the earlier of the date on which the Discharge of Term Obligations has occurred and the ABL Remedies Exercise Date, the ABL Agent will not commence or continue the Exercise of Any Secured Creditor Remedies or seek or continue remedies under the ABL Documents on account of the Term Priority Collateral so long as the Term Agent is diligently pursuing in good faith the exercise of its enforcement rights and remedies against all or a material portion of the Term Priority Collateral. (bc) Notwithstanding the provisions of Section Sections 2.3(a), 2.3(b) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Term Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorObligor, (ii) taking any action (not adverse to the priority status Lien Priority of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties Party has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect its Lien (but not enforceenforce its Lien) its Lien on any Common Collateral, provided that each Agent may join in any judicial proceedings commenced by the other Agent to enforce Liens on the Collateral, provided further that in connection therewith, subject to the ABL Agent’s rights under Section 3.5 hereof, the ABL Agent shall not interfere with the enforcement actions of the Term Agent with respect to Term Priority Collateral and the Term Agent shall not interfere with the enforcement actions of the ABL Agent with respect to ABL Priority Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors ABL Obligors or Term Obligors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (v) exercising rights and remedies as unsecured creditors against any Obligor in accordance with the terms of the Term Documents or ABL Documents, including the acceleration of any Indebtedness or other obligations owing under the Term Documents or ABL Documents or the demand for payment under the Term Guaranty or ABL Guaranty, in each case in accordance with the terms of the applicable Term Documents or ABL Documents and applicable law, (vi) voting on any plan of reorganization reorganization, proposal, or file plan of arrangement or filing any proof of claim in any Insolvency Proceeding of any GrantorObligor, (vii) making a cash bid on all or any portion of the Collateral in which such other Agent has a priority Lien in any private or judicial foreclosure proceeding or action or sale, or (viiviii) objecting to the proposed retention of collateral of, or taking title to, Collateral by any the other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Term Obligations due to such other Collateral Agent or Secured PartyParty (the foregoing not being deemed to limit the right of the Agent having a prior Lien in such Collateral from credit bidding therefor), in each case (i) through (viiviii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, with the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Each Junior Lien Collateral Agent, on behalf of itself and the New First Junior Lien Secured PartiesParties represented by it, agrees that, from the date hereof until the date upon which the Discharge of ABL Senior Lien Obligations shall have occurred, neither the New First any Junior Lien Collateral Agent nor any New First Junior Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the Collateral without the prior written consent of the ABL Collateral Designated Senior Lien Agent, and will not take, receive or accept any Proceeds of Common Collateral; provided, it being understood and agreed however, that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Designated Junior Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party may Exercise Any Secured Creditor Remedies under after a period of 180 days (which period shall be tolled during any period in which the New First Designated Senior Lien Documents Agent is not entitled to Exercise any Secured Creditor Remedies as a result of (A) any injunction issued by a court of competent jurisdiction or applicable law as to any Common Collateral. (bB) Notwithstanding the provisions of Section 2.3(a) automatic stay or any other provision of this Agreement but subject stay or prohibition in any Insolvency Proceeding) has elapsed since the date on which the Designated Junior Lien Agent has delivered to the First Designated Senior Lien Intercreditor AgreementAgent written notice of the acceleration of the Indebtedness outstanding under the Junior Lien Documents (the “Standstill Period”); provided further, nothing contained however, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Lien Agent or any other Junior Lien Secured Party Exercise Any Secured Creditor Remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any Exercise of Any Secured Creditor Remedies, if any Senior Lien Agent or any other Senior Lien Secured Party shall have commenced, and shall be diligently pursuing in good faith the Exercise of Any Secured Creditor Remedies. The foregoing shall not be construed to prevent any Collateral Junior Lien Agent or any Junior Lien Secured Party from (i) filing a claim or claim, proof of claim, statement of interest or any similar form with respect to the ABL Obligations or New First Junior Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorCredit Party, (ii) taking any action (not adverse to the priority status of the Liens of the Senior Lien Agents or the other Collateral Agent or other Senior Lien Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent Senior Lien Agents or any of the other Senior Lien Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading or action filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral any Junior Lien Agent or any Junior Lien Secured Party, (iv) filing exercising rights and remedies as unsecured creditors, as provided in Section 2.9, (v) inspecting or appraising the Collateral or receiving reports with respect to the Collateral so long as such actions do not interfere in any pleadings, objections, motions, or agreements which assert material respect with the rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, Senior Lien Secured Parties hereunder and (vi) voting on any plan subject to Section 2.2 and the second proviso of reorganization or file any proof of claim in any Insolvency Proceeding of any GrantorSection 2.3(a) (and subject, or (vii) objecting generally, to the proposed retention Lien Priority provisions and application of collateral by proceeds provisions set forth herein), enforcing any other of its rights and exercising any of its remedies with respect to the Collateral Agent or any other Secured Party after termination of the Standstill Period. Except for the actions set forth in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case clauses (i) through (viivi) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurredthe Senior Lien Obligations, it will not commence, or join with any Person (the sole right of the Junior Lien Agent and the other than the ABL Junior Lien Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding Collateral shall be to receive the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence Proceeds of the New First Collateral, if any, remaining after Discharge of Senior Lien Enforcement Date, subject to Obligations has occurred and in accordance with the First Junior Lien Intercreditor AgreementDocuments and applicable law. Exercise of Rights.

Remedies Standstill. (a) At any time after the occurrence and during the continuation of an Event of Default under any of the Loan Documents, the Lender may send a Standstill Notice to the Collateral Agent. The New First Lien Collateral Agent, on behalf of itself itself, the Trustee, and the New First Lien Secured PartiesNoteholders, agrees that, that from and after the date hereof of its receipt of any Standstill Notice, none of the Collateral Agent, the Trustee, or any Noteholder will exercise any of its rights or remedies in respect of the collection on, set off against, marshalling of, or foreclosure on the Collateral or any other right relating to any Collateral (including the exercise of any voting rights relating to any Capital Stock constituting Collateral) under the Indenture Loan Documents, applicable law or otherwise as a secured creditor and will not take or receive any Collateral in connection with the exercise of any such right or remedy (including recoupment or set-off), whether under the Indenture Loan Documents, applicable law, in an Insolvency Proceeding or otherwise unless and until (a) the date upon which Lender has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of ABL the Loan Agreement Secured Obligations shall have occurred, neither or (b) 120 days shall have elapsed from the New First Lien date of the Collateral Agent nor any New First Lien Secured Party will Exercise Any Secured Creditor Remedies Agent's receipt of such Standstill Notice, except with respect to any Common Collateral without which the written consent Lender is pursuing its rights or remedies as a secured creditor to effect the collection, foreclosure, sale, or other realization upon or disposition of such collateral. From and after the earlier to occur of (i) the Collateral Agent's receipt of such waiver or cure notice, or (ii) the elapsing of such 120th day period, any of the ABL Collateral Agent, the Trustee, or any Noteholder may commence to exercise any of its rights and will not takeremedies as a secured creditor under the Indenture Loan Documents, receive applicable law or accept otherwise (subject to the provisions of this Agreement, including Section 4.02 hereof and except with respect to any Proceeds of Common Collateralsuch Collateral as to which the Lender is effecting the collection, foreclosure, sale or other realization upon or disposition of). The Lender may only send 3 Standstill Notices following the date hereof (it being understood and agreed as clarification to the foregoing that no more than 3 Standstill Notices may be provided whether delivered hereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant to Section 7.16) and no Event of Default may serve as the temporary deposit basis for any subsequent Standstill Notice unless 120 consecutive days shall have elapsed from the date that such event of Proceeds of Common Collateral in a Deposit Account controlled Default was cured or waived by the New First Lien Lender, and no more than one Standstill Notice may be given by the Lender in any consecutive 365-day period. The time period during which the Collateral Agent shall is not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Documents or applicable law as to any Common Collateral. (b) Notwithstanding the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties permitted to exercise rights or remedies in respect thereof) in order under this section is referred to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of herein as the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement"STANDSTILL PERIOD". (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors: (i) will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of each Senior Priority Agent; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any remedies the exercise of which is otherwise prohibited by this Agreement, including Article VI) after a period of 180 consecutive days has elapsed from the date hereof until of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the date upon which applicable Junior Priority Credit Agreement) has occurred and is continuing thereunder and that the Discharge Junior Priority Obligations are currently due and payable in full (whether as a result of ABL acceleration or otherwise) and stating its intention to Exercise Any Secured Creditor Remedies (the “Junior Standstill Period”), and then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as (1) no Event of Default relating to the payment of interest, principal, fees or other Senior Priority Obligations shall have occurred, neither the New First Lien Collateral Agent nor any New First Lien occurred and be continuing and (2) no Senior Priority Secured Party will shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise Any of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any Common Collateral without the written consent of the ABL Collateral Agentother stay in any Insolvency Proceeding) and, and in each case, such Junior Priority Agent has notice thereof; (ii) will not contest, protest or object to any foreclosure proceeding or action brought by any Senior Priority Agent or any Senior Priority Creditor or any other exercise by any Senior Priority Agent or any Senior Priority Creditor of any rights and remedies relating to the Collateral under the Senior Priority Documents or otherwise (including any Exercise of Secured Creditor Remedies initiated by or supported by any Senior Priority Agent or any Senior Priority Creditor); (iii) subject to their rights under clause (i) above, will not object to the forbearance by any Senior Priority Agent or the Senior Priority Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; or (iv) will not knowingly take, receive or accept any Proceeds of Common the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative. From and after the Discharge of Senior Priority Obligations (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1. (b) Each Senior Priority Agent, for and on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors will not (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby) Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of the Collateral without the written consent of the Senior Priority Representative and will not knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral AgentSenior Priority Representative; provided thatthat nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agentif applicable. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the New First Lien Senior Priority Documents or applicable law as to any Common Collateral. (b) Notwithstanding ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreementincluding Section 4.1 hereof). (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth Nothing in this Agreement and shall prohibit the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf receipt by any Secured Party of the New First Lien required payments of interest, principal and other amounts owed in respect of the Senior Priority Obligations or Junior Priority Obligations, as the case may be, so long as such receipt is not the direct or indirect result of the exercise by any Secured Parties, agrees that, unless and until Party of rights or remedies as a secured creditor in respect of the Discharge Collateral (including set-off) or enforcement in contravention of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to this Agreement of any Lien held by it in the Common Collateralit. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New At any time that a Standstill Period is in effect, none of the Junior Lien Agent and none of the Junior Lien Lenders shall, without the prior written consent of First Lien Collateral Co-Agent (acting upon the direction of the requisite First Lien Lenders): (1) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any Insolvency Proceeding with respect to any Obligor or any Obligor’s assets) to the extent that any such action could reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by First Lien Co-Agent, on behalf First Lien Agent or First Lien Lenders; provided that (A) to the extent that commencing, prosecuting, or participating in any such lawsuit, action, or proceeding could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of itself Secured Creditor Remedies by First Lien Co-Agent, First Lien Agent or First Lien Lenders and a Junior Lien Agent does, in fact, commence, prosecute, or participate in any such lawsuit, action, or proceeding, then such Junior Lien Agent shall give First Lien Co-Agent and First Lien Agent prompt written notice of any such action, and (B) as more fully set forth in Section 5, Junior Lien Agents and the New Junior Lien Lenders may file, prosecute and defend a proof of claim (such proof of claim to indicate the subordination set forth herein) in any Insolvency Proceeding involving any Obligor; (2) Exercise Any Secured Creditor Remedies; (3) send any notice to or otherwise seek to obtain payment directly from any account debtor of any Obligor, sxx for an attachment, an injunction to enjoin any Exercise of Secured Creditor Remedies by First Lien Secured PartiesCo-Agent, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral Agent nor any New or First Lien Secured Party will Lenders, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment as against any Obligor; or (4) commence or cause to be commenced or join with any creditor in commencing any Insolvency Proceeding against any Obligor or any Obligor’s assets. Notwithstanding any other provision hereof, no Junior Lien Agent and no Junior Lien Lender may: (i) Exercise Any Secured Creditor Remedies with respect to any Common Payment Collateral without at any time unless and until the written consent Discharge of First Lien Indebtedness shall have occurred; (ii) exercise any of the ABL Collateral Agentremedies described in clauses (1) through (4) above (other than filing, and will not take, receive prosecuting or accept any Proceeds defending a proof of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement claim permitted under such clause (4)) so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b(A) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New Co-Agent or First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf at such time has commenced and diligently is pursuing in good faith any Exercise of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Documents or applicable law as to any Common Collateral. (b) Notwithstanding the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to all or a material portion of the ABL Obligations Collateral or New (B) First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorCo-Agent, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or and Junior Lien Agents are enjoined from the Exercise of Secured PartyCreditor Remedies, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees thatcase, unless and until the Discharge of ABL Obligations has First Lien Indebtedness shall have occurred; or (iii) exercise any of the remedies described in clauses (1) through (4), above without first providing First Lien Co-Agent and First Lien Agent at least 10 days prior written notice in the form of a Notice of Intent to Exercise (it will not commencebeing understood that (x) notwithstanding anything to the contrary contained herein, or join with any Person such Notice of Intent to Exercise may only be delivered by the Existing Second Lien Agent if there is an Event of Default under Section 9.1(a), Section 9.1(c) (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding solely with respect to any a default under Section 7.23 of the Existing Second Lien held by it Credit Agreement as in effect on the date hereof), or Section 9.1(d) (solely with respect to a default in the Common Collateral. (fpayment when due of interest or principal on the Senior Notes under the Indentures) Notwithstanding of the foregoing, clauses (cExisting Second Lien Credit Agreement as in effect on the date hereof or by the New Second Lien Agent if there is an Event of Default under Section 9.1(a), or Section 9.1(d) (dsolely with respect to a default in the payment when due of interest or principal on the Senior Notes under the Indentures) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New Second Lien Credit Agreement as in effect on the date hereof and (y) if First Lien Enforcement Date, subject to the Co-Agent or First Lien Intercreditor AgreementAgent does not deliver a Standstill Notice to a Junior Lien Agent by the end of such 10 day period, such Junior Lien Agent may proceed with the exercise of such remedies, and if such Junior Lien Agent elects to exercise such remedies, neither First Lien Agent nor First Lien Co-Agent may exercise any of the remedies of the type described in clauses (1) through (4) above so long as such Junior Lien Agent at such time has commenced and diligently is pursuing in good faith any Exercise of Secured Creditor Remedies with respect to all or a material portion of the Collateral, unless and until the Discharge of Junior Lien Indebtedness shall have occurred); provided, that such Junior Lien Agent shall not be required to provide a Notice of Intent to Exercise to First Lien Agent and First Lien Co-Agent in connection with a permitted Exercise of Secured Creditor Remedies upon the termination of any Standstill Period.

Remedies Standstill. (a) At any time after the occurrence and during the continuation of an Event of Default under any of the Loan Documents, the Senior Agent may send a Standstill Notice to the Collateral Agent. The New First Lien Collateral Agent, on behalf of itself itself, the Trustee, and the New First Lien Secured PartiesNoteholders, agrees that, that from and after the date hereof until the date upon which the Discharge of ABL Obligations shall have occurredits receipt of any Standstill Notice, neither the New First Lien Collateral Agent nor any New First Lien Secured Party the Trustee will Exercise Any Secured Creditor Remedies (other than its rights under Section 2.04(d)) unless and until (a) the Senior Agent has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of the Credit Agreement Secured Obligations shall have occurred, or (b) 120 days shall have elapsed from the date of the Collateral Agent’s receipt of such Standstill Notice. From and after the earlier to occur of (i) the Collateral Agent’s receipt of such waiver or cure notice, or (ii) the elapsing of such 120th day period, any of the Collateral Agent, the Trustee, or any Noteholder may commence to Exercise Any Secured Creditor Remedies (subject to the provisions of this Agreement, including the immediately succeeding sentence, Section 4.02 hereof and except with respect to any Common such Collateral without as to which the written consent Senior Agent is diligently effecting the collection, foreclosure, sale or other realization upon or disposition of). Notwithstanding any other provision in this Agreement, none of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent Trustee or any New First Lien Secured Party Noteholder may Exercise Any Secured Creditor Remedies under the New First Lien Documents or applicable law as prior to any Common Collateral. (b) Notwithstanding the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Credit Agreement Secured Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereofx) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by item of Collateral so long as Senior Agent has commenced and is diligently pursuing its Exercise of Secured Creditor Remedies in respect of such items of Collateral, and (y) without first providing Senior Agent at least 5 Business Days’ prior written notice. The Senior Agent may only send three (3) Standstill Notices following the date hereof (it in being understood and agreed as clarification to the Common Collateral. foregoing that no more than three (f3) Notwithstanding the foregoing, clauses (c), (dStandstill Notices may be provided whether delivered hereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant to Section 7.17 hereof) and no more than one (e1) of Standstill Notice may be given by the Senior Agent in any consecutive 365-day period. The time period during which the Collateral Agent is not permitted to Exercise any Secured Creditor Remedies under this Section 2.3 shall not apply from and after section is referred to herein as the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement“Standstill Period”.

Remedies Standstill. (a) At any time after the occurrence and during the continuation of an Event of Default under any of the Loan Documents, the Senior Agent may send a Standstill Notice to the Collateral Agent. The New First Lien Collateral Agent, on behalf of itself itself, the Trustee, and the New First Lien Secured PartiesNoteholders, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral Agent nor any New First Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date)Collateral Agent’s receipt of any Standstill Notice, none of the Collateral Agent, the New First Lien Collateral Agent Trustee or any New First Lien Secured Party Noteholder may Exercise Any Secured Creditor Remedies (other than its rights under Section 2.04(d)) unless and until (a) the New Senior Agent has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of First Lien Documents Priority Credit Agreement Secured Obligations shall have occurred, or applicable law as to any Common Collateral. (b) Notwithstanding 120 days shall have elapsed from the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status date of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien Agent’s receipt of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available Standstill Notice. From and after the earlier to unsecured creditors occur of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent’s receipt of such waiver or cure notice, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien elapsing of such 120th day period, any of the Collateral Agent, for itself and on behalf of the New First Lien Secured PartiesTrustee, hereby waives any and all rights it or any such New First Lien Noteholder may commence to Exercise Any Secured Party may have as a junior lien creditor or otherwise to object Creditor Remedies (subject to the manner in which provisions of this Agreement, including the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateralimmediately succeeding sentence, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself Section 4.02 hereof and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding except with respect to any Lien held by such Collateral as to which the Senior Agent is diligently effecting the collection, foreclosure, sale or other realization upon or disposition of). NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, NONE OF THE COLLATERAL AGENT, THE TRUSTEE OR ANY NOTEHOLDER MAY EXERCISE ANY SECURED CREDITOR REMEDIES PRIOR TO THE DISCHARGE OF FIRST PRIORITY CREDIT AGREEMENT SECURED OBLIGATIONS (X) WITH RESPECT TO ANY ITEM OF COLLATERAL SO LONG AS SENIOR AGENT HAS COMMENCED AND IS DILIGENTLY PURSUING ITS EXERCISE OF SECURED CREDITOR REMEDIES IN RESPECT OF SUCH ITEMS OF COLLATERAL, AND (Y) WITHOUT FIRST PROVIDING SENIOR AGENT AT LEAST FIVE (5) BUSINESS DAYS’ PRIOR WRITTEN NOTICE. The Senior Agent may only send three (3) Standstill Notices following the date hereof (it in being understood and agreed as clarification to the Common Collateral. foregoing that no more than three (f3) Notwithstanding the foregoing, clauses (c), (dStandstill Notices may be provided whether delivered hereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant to Section 7.17 hereof) and no more than one (e1) of Standstill Notice may be given by the Senior Agent in any consecutive 365-day period. The time period during which the Collateral Agent is not permitted to Exercise Any Secured Creditor Remedies under this Section 2.3 shall not apply from and after section is referred to herein as the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement“Standstill Period”.

Remedies Standstill. (a) The New First Lien Collateral Term Loan Agent, on behalf of itself and the New First Lien Term Loan Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Agent Representative, as applicable) nor any New First Lien Term Loan Secured Party will, or will seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, Agent and will not knowingly take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Term Loan Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Agent after the earlier to occur of (x) the Term Loan Agent’s actual knowledge of such deposit and that such Proceeds constitute ABL Priority Collateral Agentor (y) receipt by the Term Loan Agent of a Cash Proceeds Notice; provided that, subject that the Term Loan Agent shall have no obligation to Section 4.1(b) and remit such Proceeds unless the provisions Term Loan Agent is entitled to direct disposition of such Proceeds under the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise applicable account control agreement governing such remedies without Deposit Account at such prior written consent of the other Collateral Agenttime. Subject to the First Lien Intercreditor AgreementSection 2.3(g) hereof, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien Collateral Term Loan Agent or any New First Lien Term Loan Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Term Loan Documents or applicable law as to any Common ABL Priority Collateral. (b) Notwithstanding ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Loan Agent or any Term Loan Secured Party is at all times subject to the provisions of this Agreement, including Section 2.3(a) or any other provision of this Agreement but subject 4.1 hereof. Notwithstanding anything to the First Lien Intercreditor Agreementcontrary contained herein, nothing contained herein shall be construed to prevent any Collateral the Term Loan Agent or any Term Loan Secured Party from may: (i) filing file a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Term Loan Obligations; provided that an Insolvency Proceeding has been commenced by or against any Grantor, ; (ii) taking take any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien ABL Priority Collateral, or the rights of the other Collateral ABL Agent or any of the other ABL Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under Article 6) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority of its Lien on, any Common of the ABL Priority Collateral, ; (iii) filing file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading filed made by any Person person objecting to or otherwise seeking the disallowance of the claim claims or Lien Liens of such the Term Loan Secured Parties, including any claims secured by the Term Loan Priority Collateral Agent or Secured Partythe ABL Priority Collateral, if any, in each case in accordance with the terms of this Agreement; (iv) filing file any pleadings, objections, motions, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent withprohibited by, the terms of this Agreement. Agreement or applicable law (cincluding the Bankruptcy Laws of any applicable jurisdiction) Subject and, subject to Section 2.3(b)the restrictions set forth in this Section, (i) the New First Lien Collateral Agentany pleadings, for itself and on behalf of the New First Lien Secured Partiesobjections, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent motions or the ABL Secured Parties agreements which assert rights or interests available to secured creditors solely with respect to the Receivables Term Loan Priority Collateral; and (v) vote on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in support of or opposition to, as applicable, the confirmation or approval of any salePlan of Reorganization) that are, leasein each case, exchangein accordance with the terms of this Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwiseany vote to accept, and (ii) any other act to support the New First Lien Collateral Agentconfirmation or approval of, for itself any Non-Conforming Plan of Reorganization shall be inconsistent with and on behalf accordingly, a violation of the New First Lien Secured Partiesterms of this Agreement, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL DocumentsAgent shall be entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of Reorganization withdrawn. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral Term Agent nor any New First Lien Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien Collateral Term Agent or any New First Lien Term Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Term Documents or applicable law as to any Common ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent or any of the Term Secured Parties is at all times subject to the provisions of this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Term Obligations shall have occurred, neither the ABL Agent nor any ABL Secured Party will Exercise Any Secured Creditor Remedies with respect to the Term Priority Collateral without the written consent of the Term Agent, and will not take, receive or accept any Proceeds of the Term Priority Collateral (except as otherwise expressly permitted hereunder, including under Section 3.7), it being understood and agreed that (i) the temporary deposit of Proceeds of Term Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the Term Agent and (ii) the foregoing shall not prohibit or limit the rights of the ABL Agent or any ABL Secured Party under Section 3.6. From and after the date upon which the Discharge of Term Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Term Agent), the ABL Agent or any ABL Secured Party may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Term Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or any of the ABL Secured Parties is at all times subject to the provisions of this Agreement. (c) Notwithstanding the provisions of Section Sections 2.3(a), 2.3(b) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to any of the ABL Obligations or New First Lien Term Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorCredit Party, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties Party has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforceenforce its Lien) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, Party or (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file filing any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Credit Party, in each case (i) through (viiiv) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, with the express terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New Each of the First Lien Collateral Term Agent, on behalf of itself and the New First Lien Term Lenders, and the First Lien Notes Agent, on behalf of itself, the First Lien Notes Secured Parties and the Future Term Loan/Notes Indebtedness Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral such Term Loan/Notes Agent nor any New First Lien Term Lender or any First Lien Notes Secured Party or any Future Term Loan/Notes Indebtedness Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Controlling Term Loan/Notes Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New ABL Agent), any Term Loan/Notes Agent, any First Lien Enforcement Date)Term Lender, the New any First Lien Collateral Agent Notes Secured Party, or any New First Lien Future Term Loan/Notes Indebtedness Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien applicable Term Loan/Notes Documents or applicable law as to any Common ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Term Loan/Notes Agent is at all times subject to the provisions of this Agreement and the Term Loan/Notes Intercreditor Agreement, including Section 4.1 hereof. (b) Notwithstanding The ABL Agent, on behalf of itself and the ABL Lenders, agrees that, until the date upon which the Discharge of Term Loan/Notes Obligations shall have occurred, neither the ABL Agent nor any ABL Lender will Exercise Any Secured Creditor Remedies with respect to the Term Loan/Notes Priority Collateral without the written consent of the Controlling Term Loan/Notes Agent, and will not take, receive or accept any Proceeds of the Term Loan/Notes Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Term Loan/Notes Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Controlling Term Loan/Notes Agent. From and after the date upon which the Discharge of Term Loan/Notes Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Controlling Term Loan/Notes Agent), the ABL Agent or any ABL Lender may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Term Loan/Notes Priority Collateral (other than with respect to any real property a mortgage over which has been granted pursuant to the terms of the Term Loan/Notes Documents and has not been granted pursuant to the terms of the ABL Documents); provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent is at all times subject to the provisions of this Agreement, including Section 2.3(a4.1 hereof. (c) or Notwithstanding any other provision of this Agreement but subject to the First Lien Intercreditor Agreementagreement, nothing contained herein shall be construed to prevent any Collateral (i) the ABL Agent or any Secured Party ABL Lender from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition objecting to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent Term Loan/Notes Agent, any First Lien Term Lender, any First Lien Notes Secured Party, or any other Future Term Loan/Notes Indebtedness Secured Party in full or partial satisfaction of any ABL Term Loan/Notes Obligations or New (ii) any Term Loan/Notes Agent, any First Lien Obligations due to such other Collateral Agent or Term Lender, any First Lien Notes Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Future Term Loan/Notes Indebtedness Secured Party will take from objecting to any action that would hinder any exercise proposed retention of remedies undertaken collateral by the ABL Collateral Agent or the any ABL Secured Parties with respect to the Receivables Collateral, including Lender in full or partial satisfaction of any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured PartiesObligations. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for itself and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors: (i) will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of each Senior Priority Agent; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any remedies the exercise of which is otherwise prohibited by this Agreement, including, without limitation, Article VI) after a period of 180 consecutive days has elapsed from the date hereof until of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the date upon which applicable Junior Priority Credit Agreement) has occurred and is continuing thereunder and that the Discharge Junior Priority Obligations are currently due and payable in full (whether as a result of ABL acceleration or otherwise) and stating its intention to Exercise Any Secured Creditor Remedies (the “Junior Standstill Period”), and then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as (1) no Event of Default relating to the payment of interest, principal, fees or other Senior Priority Obligations shall have occurred, neither the New First Lien Collateral Agent nor any New First Lien occurred and be continuing and (2) no Senior Priority Secured Party will shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise Any of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any Common Collateral without the written consent of the ABL Collateral Agentother stay in any Insolvency Proceeding), and and (ii) will not knowingly take, receive or accept any Proceeds of Common the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative. From and after the Discharge of Senior Priority Obligations (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1. (b) Each Senior Priority Agent, for itself and on behalf of any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors will not and will not seek to (except, in each case, as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby) Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of the Collateral without the written consent of the Senior Priority Representative and will not knowingly take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral AgentSenior Priority Representative; provided thatthat nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agentif applicable. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the New First Lien Senior Priority Documents or applicable law as to any Common Collateral. (b) Notwithstanding ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreementincluding Section 4.1. (c) Subject to Section 2.3(b)6.9, (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth nothing in this Agreement and shall prohibit the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf receipt by any Secured Party of the New First Lien required payments of interest, principal and other amounts owed in respect of the Senior Priority Obligations or Junior Priority Obligations, as the case may be, so long as such receipt is not the direct or indirect result of the exercise by any Secured Parties, agrees that, unless and until Party of rights or remedies as a secured creditor in respect of the Discharge Collateral (including set-off) or enforcement in contravention of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to this Agreement of any Lien held by it in the Common Collateralit. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien CF Collateral Agent, on behalf of itself and the New First Lien CF Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien CF Collateral Agent nor any New First Lien CF Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Intercreditor Collateral without the prior written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common Intercreditor Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement), upon the occurrence of the New First Lien CF Enforcement Date, the New First Lien CF Collateral Agent acting on behalf of itself and the New First Lien CF Secured Parties may exercise such remedies without such prior written consent of the other ABL Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien CF Enforcement Date), the New First Lien CF Collateral Agent or any New First Lien CF Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien CF Documents or applicable law as to any Common Intercreditor Collateral. (b) Notwithstanding the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien CF Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Intercreditor Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Intercreditor Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (viv) voting on any plan of reorganization or file filing any proof of claim in any Insolvency Proceeding of any Grantor, or (viivi) objecting to the proposed retention of collateral by any the other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien CF Obligations due to such the other Collateral Agent or such other Secured Party, in each case (i) through (viivi) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien CF Collateral Agent, for itself and on behalf of the New First Lien CF Secured Parties, agrees that neither it nor any such New First Lien CF Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Intercreditor Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Intercreditor Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien CF Collateral Agent, for itself and on behalf of the New First Lien CF Secured Parties, hereby waives any and all rights it or any such New First Lien CF Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Intercreditor Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien CF Secured Parties. (d) The New First Lien CF Collateral Agent, for itself and on behalf of the New First Lien CF Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien CF Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Intercreditor Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien CF Collateral Agent, for itself and on behalf of the New First Lien CF Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Intercreditor Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply to the CF Collateral Agent or the CF Secured Parties from and after the occurrence of the New First Lien CF Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New Following the occurrence of any Second Lien Event of Default and until the Second Lien Remedies Exercise Date, the Second Lien Agent may not commence or continue the Exercise of Any Secured Creditor Remedies in respect of the Collateral. On or after the Second Lien Remedies Exercise Date, upon ten (10) Business Days prior written notice to the First Lien Collateral AgentAgent (which may be given prior to the Second Lien Remedies Exercise Date), on behalf the Second Lien Agent may take, for the benefit of itself and the New First Second Lien Secured Parties, agrees one or more of the following actions at the same or different times: (1) the Exercise of Any Secured Creditor Remedies (including, without limitation, foreclosure upon and taking possession of the Collateral); and (2) exercise any and all other remedies under the Second Lien Loan Documents and applicable law available to the Second Lien Secured Parties with respect to the Collateral. In no event shall the Second Lien Agent commence or continue an Exercise of Any Secured Creditor Remedies where the Second Lien Event of Default giving rise to the Standstill Period solely resulted from a cross-default to a First Lien Event of Default that is cured or waived by the First Lien Agent, in which case such corresponding Second Lien Event of Default resulting solely from the cross-default, shall be deemed cured or waived by the Second Lien Agent; provided that, from if an independent Second Lien Event of Default exists and remains uncured under the date hereof until Second Lien Credit Agreement, the date upon which Second Lien Agent may exercise remedies to the Discharge extent permitted pursuant to this Section 2.3. (b) Prior to the Payment of ABL Obligations shall have occurred, neither the New Maximum First Lien Facility Amount, all Proceeds of the Collateral received by the Second Lien Agent nor any New (other than Reorganization Securities) shall be turned over to the First Lien Secured Party will Agent for prompt application in accordance with Section 4.1 hereof. This Section 2.3 shall not be construed to in any way limit or impair the rights of the Second Lien Agent to join and participate in (but not control or object to in any way) any foreclosure or other Exercise Any of Secured Creditor Remedies with respect to any Common the Collateral without initiated by the written consent of the ABL Collateral First Lien Agent, and will not take, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to it does not delay or interfere in any material respect with the ABL Collateral Agent; provided that, subject to Section 4.1(b) and exercise by the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may of their respective rights as provided in this Agreement. (c) Nothing contained herein shall impair the Second Lien Agent’s or any Second Lien Secured Party’s rights (i) to exercise such any remedies without such prior written consent against any of the Loan Parties (other Collateral Agent. Subject than any Exercise of Secured Creditor Remedies against any the Collateral) pursuant to the First Second Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred Loan Documents; (or prior thereto upon the occurrence ii) to accelerate any of the New First Second Lien Enforcement Date), the New First Lien Collateral Agent Obligations; (iii) to make demand upon any Loan Party or any New First other Person liable on the Second Lien Obligations; (iv) to institute a lawsuit to collect its debt; provided, however, that in the event that the Second Xxxx Xxxxx or any Second Lien Secured Party may Exercise Any Secured Creditor Remedies under becomes a judgment Lien creditor in respect of the New First Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Documents or applicable law as Obligations, such judgment Lien shall be subject to any Common Collateral. (b) Notwithstanding the provisions of Section 2.3(a) or any other provision terms of this Agreement but for all purposes as the other Liens securing the Second Lien Obligations are subject to this Agreement; (v) to exercise any of its rights or remedies with respect to the First Lien Intercreditor AgreementCollateral as and when permitted by Section 2.3(a), nothing contained herein shall be construed (vi) to prevent any Collateral Agent or any Secured Party from (i) filing file a claim or statement of interest with respect to the ABL Obligations or New First Second Lien Obligations owed Obligations; (vii) to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking take any action (not adverse to the priority and perfection status of of, and validity of, the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority First Lien Agent, or the rights of the First Lien Agent in its Exercise of Secured Creditor Remedies in respect thereof, as permitted hereunder) in order to create, perfect, preserve or protect its Lien on the Collateral; (viii) to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Secured Parties, including, without limitation, any claims secured by the Collateral, if any, in each case not otherwise in contravention of the terms of this Agreement; (ix) to exercise (in connection with an Insolvency Proceeding or otherwise) any rights or remedies available to unsecured creditors or file any pleadings, objections, motions, or agreements which assert rights or interests available to unsecured creditors arising under the Second Lien Loan Documents, any Debtor Relief Laws or applicable non-bankruptcy law, in each case, so long as such action is not otherwise prohibited by the explicit terms of this Agreement; (x) to bid for or purchase any Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Agent or any sale of any Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” unless the cash proceeds of such bid paid on the closing date of the purchase are otherwise sufficient to cause the Payment of Maximum First Lien Facility Amount; or (xi) to vote on any plan of reorganization, arrangement or compromise or any proposal, file any proof of claim, make other filings and make any arguments and motions in any Insolvency Proceeding that are, in each case, not otherwise prohibited by the terms of this Agreement. (d) Nothing contained herein shall impair the First Lien Agent’s or any First Lien Secured Party’s rights (i) to exercise any remedies against any of the Loan Parties or the Collateral pursuant to the First Lien Loan Documents; (ii) to accelerate any of the First Lien Obligations; (iii) to make demand upon any Loan Party or any other Person liable on the First Lien Obligations; (iv) to institute a lawsuit to collect its debt; provided that any Lien resulting from any judgment Lien that shall secure any Excess First Lien Obligations shall be subject to the lien priority and other terms of this Agreement; (v) to file a claim or statement of interest with respect to the First Lien Obligations; (vi) to take any action (not adverse to the perfection status of, and validity of, the Liens of the Second Lien Agent, or the rights of the Second Lien Agent to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, the Collateral subject to the other terms of this Agreement; (iiivii) filing to file any necessary responsive or responsive defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading filed made by any Person objecting to or otherwise seeking the disallowance of the claim claims of the First Lien Secured Parties, including, without limitation, any claims secured by the Collateral, if any, in each case not otherwise in contravention of the terms of this Agreement; (viii) to exercise (in connection with an Insolvency Proceeding or Lien of such Collateral Agent otherwise) any rights or Secured Party, (iv) filing remedies available to unsecured creditors or file any pleadings, objections, motions, or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under the First Lien Loan Documents, any Insolvency Proceeding Debtor Relief Laws or applicable non-bankruptcy law, in each case, so long as such action is not otherwise prohibited by the explicit terms of this Agreement; and (viix) voting to vote on any plan of reorganization reorganization, arrangement or compromise or any proposal, file any proof of claim claim, make other filings and make any arguments and motions in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Partythat are, in each case (i) through (vii) above to the extent case, not otherwise prohibited by or inconsistent with, or could not result in a resolution inconsistent with, with the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral Following the occurrence of any Term Loan Event of Default and until the expiration of the Remedy Standstill Period, the Term Agent may not commence or continue the Exercise of Any Secured Creditor Remedies in respect of the ABL Priority Collateral; provided, however, nothing contained herein shall impair the Term Agent’s rights to take, on behalf in the event that the ABL Agent has declined to take such protective actions within a reasonable time period after the written request by the Term Agent to the ABL Agent to do so, any actions (including the commencement of itself legal proceedings) that the Term Agent deems necessary to protect and preserve, but not to realize or foreclose on, the New First Lien Secured ABL Priority Collateral. After the expiration of the Remedy Standstill Period, and upon five (5) Business Days prior written notice to the ABL Agent (which notice may be delivered to the ABL Agent during the Remedy Standstill Period but in no event more than ten (10) days prior to the expiration thereof), the Term Agent may take, for the benefit of the Term Credit Parties, agrees that, from one or more of the date hereof until following actions in respect of the date upon which Term Loan Event of Default that was the Discharge subject of ABL Obligations shall have occurred, neither the New First Lien Collateral Agent nor any New First Lien Secured Party will notice giving rise to such Remedy Standstill Period at the same or different times: (1) the Exercise of Any Secured Creditor Remedies with respect to any Common the ABL Priority Collateral (including, without the written consent limitation, foreclosure upon and taking possession of the ABL Collateral AgentPriority Collateral); provided, and will not takehowever, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after until the date upon on which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date)has occurred, the New First Lien Collateral Term Agent will not commence or any New First Lien Secured Party may continue the Exercise of Any Secured Creditor Remedies or seek or continue remedies under the New First Lien Term Documents on account of the ABL Priority Collateral so long as the ABL Agent is diligently pursuing in good faith the exercise of its enforcement rights and remedies against all or a material portion of the ABL Priority Collateral; and (2) exercise any and all other remedies under the Term Documents and applicable law as available to the Term Credit Parties with respect to the ABL Priority Collateral, including the notification of account debtors or other Persons obligated on ABL Priority Collateral of the assignment of any Common CollateralLoan Party’s accounts receivable to the ABL Agent and the Term Agent, all subject to the first proviso in Section 2.3(a)(1) above. (b) Notwithstanding Following the provisions occurrence of Section 2.3(a) any ABL Event of Default and until the expiration of the Remedy Standstill Period, the ABL Agent may not commence or any other provision continue the Exercise of this Agreement but subject to Any Secured Creditor Remedies in respect of the First Lien Intercreditor AgreementTerm Priority Collateral; provided, however, nothing contained herein shall impair the ABL Agent’s rights to take, in the event that the Term Agent has declined to take such protective actions within a reasonable time period after the written request by the ABL Agent to the Term Agent to do so, any actions (including the commencement of legal proceedings) that the ABL Agent deems necessary to protect and preserve, but not to realize or foreclose on, the Term Priority Collateral. After the expiration of the Remedy Standstill Period, and upon five (5) Business Days prior written notice to the Term Agent (which notice may be delivered to the Term Agent during the Remedy Standstill Period but in no event more than ten (10) days prior to the expiration thereof), the ABL Agent may take, for the benefit of the ABL Credit Parties, one or more of the following actions in respect of the ABL Event of Default that was the subject of the notice giving rise to such Remedy Standstill Period at the same or different times: (1) the Exercise of Any Secured Creditor Remedies with respect to the Term Priority Collateral (including, without limitation, foreclosure upon and taking possession of the Term Priority Collateral); provided, however, that until the date on which the Discharge of Term Obligations has occurred, the ABL Agent will not commence or continue the Exercise of Any Secured Creditor Remedies or seek or continue remedies under the ABL Documents on account of the Term Priority Collateral so long as the Term Agent is diligently pursuing in good faith the exercise of its enforcement rights and remedies against all or a material portion of the Term Priority Collateral; and (2) the exercise of any and all other remedies under the ABL Documents and applicable law available to the ABL Credit Parties with respect to the Term Priority Collateral, including the notification of account debtors or other Persons obligated on Term Priority Collateral of the assignment of any Loan Party’s accounts receivable to the Term Agent and the ABL Agent, all subject to the proviso in Section 2.3(b)(1) above. (c) All Proceeds of ABL Priority Collateral received by the Term Agent shall be turned over to the ABL Agent for prompt application in accordance with Section 4.1(b) hereof, or, to the extent that the Term Agent is entitled to apply such Proceeds to the Term Obligations pursuant to the terms of this Agreement, applied promptly by the Term Agent in accordance with Section 4.1(c). This Section 2.3 shall not be construed to prevent in any way limit or impair the rights of the Term Agent to join (but not control or object to in any way) any foreclosure or other Exercise of Secured Creditor Remedies with respect to the Collateral initiated by the ABL Agent, so long as it does not delay or interfere in any material respect with the exercise by the ABL Credit Parties of their respective rights as provided in this Agreement. (d) All Proceeds of Term Priority Collateral received by the ABL Agent shall be turned over to the Term Agent for prompt application in accordance with Section 4.1(c) hereof, or, to the extent that the ABL Agent is entitled to apply such Proceeds to the ABL Obligations pursuant to the terms of this Agreement, applied promptly by the ABL Agent in accordance with Section 4.1(b). This Section 2.3 shall not be construed to in any way limit or impair the rights of the ABL Agent to join (but not control or object to in any way) any foreclosure or other Exercise of Secured Creditor Remedies with respect to the Collateral initiated by the Term Agent, so long as it does not delay or interfere in any material respect with the exercise by the Term Credit Parties of their respective rights as provided in this Agreement. (e) Nothing contained herein shall impair the Term Agent’s or any Secured Party from Term Credit Party’s rights (i) filing to exercise any remedies against any of the Term Loan Parties or the Collateral (other than any remedies against any ABL Priority Collateral) pursuant to the Term Documents; (ii) to accelerate any of the Term Obligations; (iii) to make demand upon any Loan Party or any other Person liable on the Term Obligations; (iv) to institute a lawsuit to collect its debt; (v) to exercise any of its rights or remedies with respect to the ABL Priority Collateral as and when permitted by Section 2.3(a), (vi) to file a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed Term Obligations; (vii) to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking take any action (not adverse to the priority and perfection status of of, and validity and value of, the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien ABL Agent, or the rights of the other Collateral ABL Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, the Collateral subject to the other terms of this Agreement; (iiiviii) filing to file any necessary responsive or responsive defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading filed made by any Person objecting to or otherwise seeking the disallowance of the claim claims of the Term Credit Parties, including, without limitation, any claims secured by the Collateral, if any, in each case not otherwise in contravention of the terms of this Agreement; (ix) to exercise any rights or Lien of such Collateral Agent remedies available to unsecured creditors or Secured Party, (iv) filing file any pleadings, objections, motions, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors Loan Parties arising under the Term Documents, any Insolvency Proceeding or applicable non-bankruptcy law, in each case, to the extent not otherwise prohibited by the terms of this Agreement and not otherwise inconsistent with the terms of this Agreement; and (vix) voting to vote on any plan of reorganization reorganization, arrangement or compromise or any proposal, file any proof of claim claim, make other filings and make any arguments and motions in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Partythat are, in each case (i) through (vii) above to the extent case, not inconsistent with, or could not result in a resolution inconsistent with, otherwise prohibited by the terms of this Agreement. (cf) Subject Nothing contained herein shall impair the ABL Agent’s or any ABL Credit Party’s rights (i) to exercise any remedies against any of the Loan Parties or the Collateral (other than any remedies against any Term Priority Collateral) pursuant to the ABL Documents; (ii) to accelerate any of the ABL Obligations; (iii) to make demand upon any Loan Party or any other Person liable on the ABL Obligations; (iv) to institute a lawsuit to collect its debt, including the filing, or participation in a filing, of any involuntary bankruptcy petition in respect to any Loan Party; (v) to exercise any of its rights or remedies with respect to the Term Priority Collateral as and when permitted by Section 2.3(b), (ivi) the New First Lien Collateral Agent, for itself and on behalf to file a claim or statement of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties interest with respect to the Receivables CollateralABL Obligations; (vii) to take any action (not adverse to the priority and perfection status of, including and validity and value of, the Liens of the Term Agent, or the rights of the Term Agent to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral subject to the other terms of this Agreement; (viii) to file any salenecessary responsive or defensive pleadings in opposition to any motion, leaseclaim, exchange, transfer adversary proceeding or other disposition of Receivables Collateral, whether pleading made by foreclosure any Person objecting to or otherwise, and (ii) otherwise seeking the New First Lien Collateral Agent, for itself and on behalf disallowance of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf claims of the ABL Collateral Agent Credit Parties, including, without limitation, any claims secured by the Collateral, if any, in each case not otherwise in contravention of the terms of this Agreement; (ix) to exercise any rights or remedies available to unsecured creditors or file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under the ABL Secured Parties is adverse Documents, any Insolvency Proceeding or applicable non-bankruptcy law, in each case, to the interests extent not otherwise prohibited by the terms of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and not otherwise inconsistent with the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf terms of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) this Agreement; and (ex) to vote on any plan of reorganization, arrangement or compromise or any proposal, file any proof of claim, make other filings and make any arguments and motions in any Insolvency Proceeding that are, in each case, not otherwise prohibited by the terms of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New Following the occurrence of any Second Lien Event of Default and until the expiration of the Remedy Standstill Period, the Second Lien Agent may not commence or continue the Exercise of Any Secured Creditor Remedies in respect of the Collateral. On or after the Second Lien Remedies Exercise Date, upon ten (10) Business Days prior written notice to the First Lien Collateral Agent, on behalf the Second Lien Agent may take, for the benefit of itself and the New First Second Lien Secured Parties, agrees thatone or more of the following actions at the same or different times in respect of the Second Lien Event of Default that was the subject of the notice giving rise to such Remedy Standstill Period: (1) the Exercise of Any Secured Creditor Remedies (including, from without limitation, foreclosure upon and taking possession of the date hereof until Collateral); and (2) exercise any and all other remedies under the date upon which Second Lien Loan Documents and applicable law available to the Discharge Second Lien Secured Parties with respect to the Collateral. (b) All Proceeds of ABL Obligations the Collateral received by the Second Lien Agent shall have occurred, neither be turned over to the New First Lien Collateral Agent nor for prompt application in accordance with Section 4.1(a) hereof. This Section 2.3 shall not be construed to in any New First way limit or impair the rights of the Second Lien Secured Party will Agent to join (but not control or object to in any way) any foreclosure or other Exercise Any of Secured Creditor Remedies with respect to any Common the Collateral without initiated by the written consent of the ABL Collateral First Lien Agent, and will not take, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to it does not delay or interfere in any material respect with the ABL Collateral Agent; provided that, subject to Section 4.1(b) and exercise by the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may of their respective rights as provided in this Agreement. (c) Nothing contained herein shall impair the Second Lien Agent’s or any Second Lien Secured Party’s rights (i) to exercise such any remedies without such prior written consent against any of the Loan Parties (other Collateral Agent. Subject than any remedies against any the Collateral) pursuant to the First Second Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred Loan Documents; (or prior thereto upon the occurrence ii) to accelerate any of the New First Second Lien Enforcement Date)Obligations; (iii) to make demand upon any Loan Party or any other Person liable on the Second Lien Obligations; (iv) to institute a lawsuit to collect its debt; provided, however, that in the New First event that the Second Lien Collateral Agent or any New First Second Lien Secured Party may Exercise Any Secured Creditor Remedies under becomes a judgment Lien creditor in respect of the New First Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Documents or applicable law as Obligations, such judgment Lien shall be subject to any Common Collateral. (b) Notwithstanding the provisions of Section 2.3(a) or any other provision terms of this Agreement but for all purposes as the other Liens securing the Second Lien Obligations are subject to this Agreement; (v) to exercise any of its rights or remedies with respect to the First Lien Intercreditor AgreementCollateral as and when permitted by Section 2.3(a), nothing contained herein shall be construed (vi) to prevent any Collateral Agent or any Secured Party from (i) filing file a claim or statement of interest with respect to the ABL Obligations or New First Second Lien Obligations owed Obligations; (vii) to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking take any action (not adverse to the priority and perfection status of of, and validity and value of, the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority First Lien Agent, or the rights of the other Collateral First Lien Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, the Collateral subject to the other terms of this Agreement; (iiiviii) filing to file any necessary responsive or responsive defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading filed made by any Person objecting to or otherwise seeking the disallowance of the claim claims of the Second Lien Secured Parties, including, without limitation, any claims secured by the Collateral, if any, in each case not otherwise in contravention of the terms of this Agreement; (ix) to exercise any rights or Lien of such Collateral Agent remedies available to unsecured creditors or Secured Party, (iv) filing file any pleadings, objections, motions, or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under the Second Lien Loan Documents, any Insolvency Proceeding or applicable non-bankruptcy law, in each case, not otherwise prohibited in its capacity of a secured creditor or in any other capacity by the terms of this Agreement; (vix) voting to bid for or purchase any Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Agent or any sale of any Collateral during an Insolvency Proceeding; provided that such bid may not include a "credit bid" unless the cash proceeds of such bid paid on the closing date of the purchase are otherwise sufficient to cause the Discharge of First Lien Obligations; or (xi) to vote on any plan of reorganization reorganization, arrangement or compromise or any proposal, file any proof of claim claim, make other filings and make any arguments and motions in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Partythat are, in each case (i) through (vii) above to the extent case, not inconsistent with, or could not result in a resolution inconsistent with, otherwise prohibited by the terms of this Agreement. (cd) Subject to Section 2.3(b), Nothing contained herein shall impair the First Lien Agent’s or any First Lien Secured Party’s rights (i) to exercise any remedies against any of the New Loan Parties or the Collateral pursuant to the First Lien Collateral Loan Documents; (ii) to accelerate any of the First Lien Obligations; (iii) to make demand upon any Loan Party or any other Person liable on the First Lien Obligations; (iv) to institute a lawsuit to collect its debt; (v) to file a claim or statement of interest with respect to the First Lien Obligations; (vi) to take any action (not adverse to the perfection status of, and validity and value of, the Liens of the Second Lien Agent, for itself and on behalf or the rights of the New Second Lien Agent to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral subject to the other terms of this Agreement; (vii) to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the First Lien Secured Parties, agrees that neither it nor including, without limitation, any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken claims secured by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any saleif any, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf in each case not otherwise in contravention of the New First Lien Secured Partiesterms of this Agreement; (viii) to exercise any rights or remedies available to unsecured creditors or file any pleadings, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateralobjections, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commencemotions, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy agreements which assert rights or foreclosure action or proceeding with respect interests available to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence of the New First Lien Enforcement Date, subject to unsecured creditors arising under the First Lien Intercreditor Loan Documents, any Insolvency Proceeding or applicable non-bankruptcy law, in each case, not otherwise prohibited in its capacity of a secured creditor or in any other capacity by the terms of this Agreement; and (ix) to vote on any plan of reorganization, arrangement or compromise or any proposal, file any proof of claim, make other filings and make any arguments and motions in any Insolvency Proceeding that are, in each case, not otherwise prohibited by the terms of this Agreement.

Remedies Standstill. (a) The New First Each of (x) the Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, and (y) the Third Lien Collateral Agent, on behalf of itself and the Third Lien Secured Parties, severally agrees that, from the date hereof until the date upon which the Discharge of ABL First Lien Obligations shall have occurred, (x) neither the New First Second Lien Collateral Agent nor any New First Second Lien Secured Party and (y) neither the Third Lien Collateral Agent nor any Third Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Collateral without the written consent of the ABL First Lien Collateral Agent, and will not take, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First any Subordinated Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL First Lien Collateral Agent; provided provided, however, that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement), upon the occurrence of the New First Second Lien Enforcement Date, the New First Second Lien Collateral Agent acting on behalf of itself and the New First Second Lien Secured Parties may exercise such remedies without such prior written consent of the any other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL First Lien Obligations shall have occurred (or or, with respect to the Second Lien Collateral Agent, acting on behalf of itself and the Second Lien Secured Parties, prior thereto upon the occurrence of the New First Second Lien Enforcement Date), the New First Subordinated Lien Collateral Agent Agents or any New First Subordinated Lien Secured Party may Exercise Any Secured Creditor Remedies under the New First applicable Subordinated Lien Documents or applicable law as to any Common Collateral. (b) Notwithstanding the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL First Lien Obligations or New First Subordinated Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent Agents or other Secured Parties on the Common Collateral in which such other Collateral Agent Agents or other Secured Parties has a priority Lien or the rights of the other Collateral Agent Agents or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL First Lien Obligations or New First Subordinated Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First each Subordinated Lien Collateral Agent, for itself and on behalf of the New First applicable Subordinated Lien Secured Parties, agrees that neither it nor any such New First Subordinated Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL First Lien Collateral Agent or the ABL First Lien Secured Parties with respect to the Receivables Common Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Common Collateral, whether by foreclosure or otherwise, and (ii) the New First each Subordinated Lien Collateral Agent, for itself and on behalf of the New First applicable Subordinated Lien Secured Parties, hereby waives any and all rights it or any such New First Subordinated Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL First Lien Collateral Agent or the ABL First Lien Secured Parties seek to enforce or collect the ABL First Lien Obligations or the Liens granted in any of the Receivables Common Collateral, regardless of whether any action or failure to act by or on behalf of the ABL First Lien Collateral Agent or ABL First Lien Secured Parties is adverse to the interests of the New First Subordinated Lien Secured Parties. (d) The New First Each Subordinated Lien Collateral Agent, for itself and on behalf of the New First applicable Subordinated Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First applicable Subordinated Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL First Lien Collateral Agent or the ABL First Lien Secured Parties with respect to the Receivables Common Collateral as set forth in this Agreement and the ABL First Lien Documents. (e) Subject to Section 2.3(b), the New First each Subordinated Lien Collateral Agent, for itself and on behalf of the New First applicable Subordinated Lien Secured Parties, agrees that, unless and until the Discharge of ABL First Lien Obligations has occurred, it will not commence, or join with any Person (other than the ABL First Lien Secured Parties and the ABL First Lien Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply to the Second Lien Collateral Agent or the Second Lien Secured Parties from and after the occurrence of the New First Second Lien Enforcement Date, subject to the First Lien Intercreditor Agreement.

Remedies Standstill. (a) The New First Lien Collateral 2025 Notes Agent, on behalf of itself and the New First Lien Secured Parties2025 Notes Creditors, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral 2025 Notes Agent nor any New First Lien Secured Party 2025 Notes Creditor (x) will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and Agent or (y) will not take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral 2025 Notes Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien Collateral 2025 Notes Agent or any New First Lien Secured Party 2025 Notes Creditor may Exercise Any Secured Creditor Remedies under the New First Lien 2025 Notes Documents or applicable law as to any Common ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the 2025 Notes Agent or any 2025 Notes Creditor is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (b) Notwithstanding The ABL Agent, on behalf of itself and the provisions ABL Lenders, agrees that, until the date upon which the Discharge of Section 2.3(a2025 Notes Obligations and the Discharge of Additional Obligations shall have occurred, neither the ABL Agent nor any ABL Lender (x) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any will Exercise Any Secured Party from (i) filing a claim or statement of interest Creditor Remedies with respect to the Non-ABL Obligations Priority Collateral without the written consent of the 2025 Notes Agent and any Additional Agent or New First Lien Obligations owed to (y) will take, receive or accept any Proceeds of the Non-ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Non-ABL Priority Collateral in any Insolvency Proceeding commenced a Deposit Account controlled by or against any Grantor, (ii) taking any action (the ABL Agent shall not adverse constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral 2025 Notes Agent or any Additional Agent. From and after the date upon which the Discharge of 2025 Notes Obligations shall have occurred (or prior thereto upon obtaining the written consent of the other Secured Parties to exercise remedies in respect thereof2025 Notes Agent) in order to createand the Discharge of Additional Obligations shall have occurred (or prior thereto upon obtaining the written consent of each Additional Agent), perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral ABL Agent or any other ABL Lender may Exercise Any Secured Party in full Creditor Remedies under the ABL Documents or partial satisfaction applicable law as to any Non-ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above Lender is at all times subject to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms provisions of this Agreement, including Section 4.1 hereof. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Any Additional Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured PartiesAdditional Creditors represented thereby, agrees that, unless and until the date upon which the Discharge of ABL Obligations has shall have occurred, it neither such Additional Agent nor any such Additional Creditor (x) will not commence, or join with any Person (other than the ABL Exercise Any Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding Creditor Remedies with respect to any Lien held of the ABL Priority Collateral without the written consent of the ABL Agent or (y) will take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by it in such Additional Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Common ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), any Additional Agent or any Additional Creditor may Exercise Any Secured Creditor Remedies under any Additional Documents or applicable law as to any ABL Priority Collateral. (f) ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Additional Agent or Additional Creditor is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. Notwithstanding the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from limit the right of any Secured Party Agent to receive required payments of premium, interest, fees and after the occurrence of the New First Lien Enforcement Date, subject other amounts due under its applicable Secured Debt Documents so long as such receipt is permitted pursuant to the First Lien Intercreditor AgreementSection 3.1.

Remedies Standstill. (a) The New First Junior Lien Collateral Agent, on behalf of itself and the New First Junior Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Senior Lien Obligations shall have occurred, neither the New First Junior Lien Collateral Agent nor any New First Junior Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the Collateral without the prior written consent of the ABL Collateral Senior Lien Agent, and will not take, receive or accept any Proceeds of Common Collateral; provided, it being understood and agreed however, that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Junior Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party may Exercise Any Secured Creditor Remedies after a period of 120 days (which period shall be tolled during any period in which the Senior Lien Agent is not entitled, on behalf of the Senior Lien Secured Parties, to Exercise any Secured Creditor Remedies as a result of (A) any injunction issued by a court of competent jurisdiction or (B) the automatic stay or any other stay or prohibition in any Insolvency Proceeding) has elapsed since the date on which the Junior Lien Agent has delivered to the Senior Lien Agent written notice of the acceleration of the Indebtedness outstanding under the New First Junior Lien Documents (the “Standstill Period”); provided further, however, that (i) notwithstanding the expiration of the Standstill Period or applicable law anything herein to the contrary, in no event shall the Junior Lien Agent or any other Junior Lien Secured Party Exercise Any Secured Creditor Remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any Exercise of Any Secured Creditor Remedies, if the Senior Lien Agent or any other Senior Lien Secured Party shall have commenced, and shall be diligently pursuing in good faith the Exercise of Any Secured Creditor Remedies and (ii) after the expiration of the Standstill Period, so long as neither the Senior Lien Agent nor the other Senior Lien Secured Parties have commenced any action to enforce their Lien on any Common material portion of the Collateral. , in the event that and for so long as the Junior Lien Secured Parties (bor the Junior Lien Agent on their behalf) Notwithstanding have commenced any actions to enforce their Lien with respect to all or any material portion of the Collateral to the extent permitted hereunder and are diligently pursuing in good faith such actions, neither the Senior Lien Secured Parties nor the Senior Lien Agent shall take any action of a similar nature with respect to such Collateral without the prior written consent of the Junior Lien Agent; provided that all other provisions of this Agreement (including the turnover provisions of Section 2.3(a3.6) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein are complied with. The foregoing shall not be construed to prevent any Collateral the Junior Lien Agent or any Junior Lien Secured Party from (i) filing a claim or claim, proof of claim, statement of interest or any similar form with respect to the ABL Obligations or New First Junior Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any GrantorCredit Party, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Senior Lien Agent or the other Senior Lien Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Senior Lien Agent or any of the other Senior Lien Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading or action filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral the Junior Lien Agent or any Junior Lien Secured Party, (iv) filing exercising rights and remedies as unsecured creditors, as provided in Section 2.9, (v) inspecting or appraising the Collateral or receiving reports with respect to the Collateral so long as such actions do not interfere in any pleadings, objections, motions, or agreements which assert material respect with the rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, Senior Lien Secured Parties hereunder and (vi) voting on any plan subject to Section 2.2 and clause (i) of reorganization or file any proof the second proviso of claim in any Insolvency Proceeding of any GrantorSection 2.3(a) (and subject, or (vii) objecting generally, to the proposed retention Lien Priority provisions and application of collateral by proceeds provisions set forth herein), enforcing any other of its rights and exercising any of its remedies with respect to the Collateral Agent or any other Secured Party after termination of the Standstill Period. Except for the actions set forth in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case clauses (i) through (viivi) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that neither it nor any such New First Lien Secured Party will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwise, and (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurredthe Senior Lien Obligations, it will not commence, or join with any Person (the sole right of the Junior Lien Agent and the other than the ABL Junior Lien Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral. (f) Notwithstanding Collateral shall be to receive the foregoing, clauses (c), (d) and (e) of this Section 2.3 shall not apply from and after the occurrence Proceeds of the New First Collateral, if any, remaining after Discharge of Senior Lien Enforcement Date, subject to Obligations has occurred and in accordance with the First Junior Lien Intercreditor AgreementDocuments and applicable law.

Remedies Standstill. (a) The New First Lien Collateral Each Junior Priority Agent, for and on behalf of itself and the New First Lien Secured PartiesJunior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors: (i) will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of each Senior Priority Agent; provided that any Junior Priority Agent may Exercise Any Secured Creditor Remedies (other than any remedies the exercise of which is otherwise prohibited by this Agreement, including, without limitation, Section 6) after a period of 180 consecutive days has elapsed from the date hereof until of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined under the date upon which applicable Junior Priority Credit Agreement) has occurred and is continuing thereunder and stating its intention to Exercise Any Secured Creditor Remedies (the Discharge “ Junior Standstill Period”), and then only so long as (1) no Event of ABL Default relating to the payment of interest, principal, fees or other Senior Priority Obligations shall have occurred, neither the New First Lien Collateral Agent nor any New First Lien occurred and be continuing and (2) no Senior Priority Secured Party will shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise Any of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any Common Collateral without the written consent of the ABL Collateral Agentother stay in any Insolvency Proceeding) and, and in each case, such Junior Priority Agent has notice thereof, and (ii) will not take, receive or accept any Proceeds of Common the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative in the same form as received with any necessary endorsements. From and after the Discharge of Senior Priority Obligations (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1. (b) Each Senior Priority Agent, on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors: (i) will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of the Senior Priority Representative; provided that any Senior Priority Agent who is not then the Senior Priority Representative may Exercise Any Secured Creditor Remedies (other than any remedies the exercise of which is otherwise prohibited by this Agreement, including, without limitation, Section 6) after a period of 120 consecutive days has elapsed from the date of delivery of written notice by such Senior Priority Agent to each other Senior Priority Agent stating that an Event of Default (as defined under the applicable Senior Priority Credit Agreement) has occurred and is continuing thereunder and stating its intention to Exercise Any Secured Creditor Remedies (the “Senior Standstill Period”), and then only so long as the Senior Priority Representative shall not have commenced (or attempted to commence or given notice of its intent to commence) the Exercise of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency Proceeding), and (ii) will not take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby and except as provided in Section 4.1 hereof), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral AgentSenior Priority Representative in the same form as received with any necessary endorsements; provided thatthat nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agentif applicable. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the New First Lien Senior Priority Documents or applicable law as to any Common Collateral. (b) Notwithstanding ; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Collateral Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Grantors arising under any Insolvency Proceeding or applicable non-bankruptcy law, (vi) voting on any plan of reorganization or file any proof of claim in any Insolvency Proceeding of any Grantor, or (vii) objecting to the proposed retention of collateral by any other Collateral Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or New First Lien Obligations due to such other Collateral Agent or Secured Party, in each case (i) through (vii) above to the extent not inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreementincluding Section 4.1 hereof. (c) Subject to Section 2.3(b), (i) the New First Lien Collateral Each Junior Priority Agent, for itself and on behalf of the New First Lien Secured Partiesitself and any Junior Priority Creditors represented thereby, agrees that neither it nor any such New First Lien Secured Party Junior Priority Agent and such Junior Priority Creditors will take any action that would hinder any exercise of remedies undertaken by the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral, including any sale, lease, exchange, transfer or other disposition of Receivables Collateral, whether by foreclosure or otherwisenot, and will not seek to, Exercise Any Secured Creditor Remedies (ii) the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby waives any and all rights it or any such New First Lien Secured Party may have as a junior lien creditor institute or otherwise to object to the manner in which the ABL Collateral Agent or the ABL Secured Parties seek to enforce or collect the ABL Obligations or the Liens granted join in any of the Receivables Collateral, regardless of whether any action or failure to act by or on behalf of the ABL Collateral Agent or ABL Secured Parties is adverse to the interests of the New First Lien Secured Parties. (d) The New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any New First Lien Document shall be deemed to restrict in any way the rights and remedies of the ABL Collateral Agent or the ABL Secured Parties with respect to the Receivables Collateral as set forth in this Agreement and the ABL Documents. (e) Subject to Section 2.3(b), the New First Lien Collateral Agent, for itself and on behalf of the New First Lien Secured Parties, agrees that, unless and until the Discharge of ABL Obligations has occurred, it will not commence, or join with any Person (other than the ABL Secured Parties and the ABL Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any Lien held of the Collateral without the written consent of the Junior Priority Representative and will not take, receive or accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Junior Priority Agents, in each case on behalf of itself and the Junior Priority Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Junior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Common Junior Priority Representative; provided that nothing in this sentence shall prohibit any Junior Priority Agent from taking such actions in its capacity as Junior Priority Representative, if applicable. The Junior Priority Representative may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Junior Priority Representative is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (fd) Notwithstanding Each Senior Priority Agent, on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the foregoingExercise of Secured Creditor Remedies) with respect to any of the Collateral without the written consent of the Senior Priority Representative and will not take, clauses receive or accept any Proceeds of Collateral (cexcept as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), (d) it being understood and (e) agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Section 2.3 Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative; provided that nothing in this sentence shall not apply prohibit any Senior Priority Agent from and after taking such actions in its capacity as Senior Priority Representative, if applicable; provided, further, that nothing in this sentence shall prohibit any Senior Priority Agent from the occurrence Exercise of Secured Creditor Remedies following the expiration of the New First Lien Enforcement DateSenior Standstill Period, if permitted pursuant to the proviso to Section 2.3(b)(i). The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the Senior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the First Lien Intercreditor provisions of this Agreement, including Section 4.1 hereof. Each Senior Priority Agent hereby appoints the Senior Priority Representative as its agent and authorizes the Senior Priority Representative to undertake any Exercise of Secured Creditor Remedies under any Senior Priority Collateral Document so long as the Senior Priority Representative is contemporaneously undertaking the same Exercise of Secured Creditor Remedies under the Senior Priority Collateral Documents of each Series of Senior Priority Debt and in connection with any sale or other disposition of Collateral the Senior Priority Representative may release the security interest of any other Senior Priority Agent so long as the lien of each Senior Priority Agent is released simultaneously to the same extent and the Senior Priority Representative distributes the proceeds of any such sale or other disposition as provided in Section 4.1 hereof. Each Senior Priority Agent agrees to execute and deliver (at the sole cost of the Credit Parties) all such documents and instruments as shall be reasonably requested by the Senior Priority Representative to evidence and confirm any such release of such security interests.