Common use of Rights as Unsecured Creditors Clause in Contracts

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Second-Priority Representatives Agents and the Second Second-Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor Subsidiary that has guaranteed the Second-Priority Claims in accordance with the terms of the Second applicable Second-Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Second-Priority Representative Agent or any Second Second-Priority Debt Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of the exercise by a Second any Second-Priority Representative Agent or any Second Second-Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or enforcement in contravention of this Agreement of any Lien in respect of Second-Priority Claims held by any of them. In the event any Second Second-Priority Representative Agent or any Second Second-Priority Debt Secured Party becomes a judgment lien creditor in respect of Shared Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Second-Priority Debt ObligationsClaims, such judgment lien shall be subordinated to the Liens securing Senior Obligations Lender Claims on the same basis as the other Liens securing the Second Second-Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations Lender Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives Intercreditor Agent or the Senior Secured Parties Lenders may have with respect to the Senior Lender Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company any Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral in contravention of this Agreement. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate (or are not otherwise prohibited by) any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and Borrower or any other Grantor in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a any Second Priority Representative Agent or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or other collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations Lender Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations Lender Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Lien Agents or the Senior Secured Parties Lenders may have with respect to the Senior Lender Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Junior Priority Representatives and the Second Junior Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Junior Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Junior Priority Representative or any Second Junior Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise in contravention of this Agreement by a Second Junior Priority Representative or any Second Junior Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Junior Priority Representative or any Second Junior Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Junior Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral in contravention of this Agreement. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and a Borrower or any other Grantor Pledgor in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a any Second Priority Representative Agent or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or other collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations Lender Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations Lender Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Lien Agents or the Senior Secured Parties may have with respect to the Senior Lender Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Parent Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Secured Parties may exercise rights and remedies as unsecured creditors against Holdings, the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law Applicable Law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Secured Party becomes a judgment lien Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien Lien shall be subordinated to the Liens securing Senior Priority Obligations on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Priority Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Priority Representatives or the Senior Priority Secured Parties may have with respect to the Senior Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Parent Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Collateral Agent, the Senior Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Second-Priority Representatives and the Second Second-Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor Subsidiary of the Company that has guaranteed the Second-Priority Obligations in accordance with the terms of the Second applicable Second-Priority Debt Documents and applicable law law, so long as such rights and remedies do not violate any express provision of (or are otherwise not prohibited by) this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Second-Priority Representative or any Second Second-Priority Debt Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of the exercise by a Second any Second-Priority Representative or any Second Second-Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or enforcement in contravention of this Agreement of any Lien in respect of Second-Priority Obligations held by any of them. In the event any Second Second-Priority Representative or any Second Second-Priority Debt Secured Party becomes a judgment lien creditor in respect of Shared Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Second-Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior First-Priority Obligations on the same basis as the other Liens securing the Second Second-Priority Debt Obligations are so subordinated to such Liens securing Senior First-Priority Obligations under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First-Priority Collateral Agent or the Senior First-Priority Secured Parties may have with respect to the Senior First-Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Agents and the Second Priority Debt Parties Lenders may exercise rights and remedies as an unsecured creditors creditor against Holdings, the Company and or any other Grantor Subsidiary that has guaranteed the Second Priority Claims in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Party Lender of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a any Second Priority Representative Agent or any Second Priority Debt Party Lender of rights or remedies as a secured creditor in respect of Shared Collateralthe applicable portion of the Common Collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Party Lender becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations First Priority Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations First Priority Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives ABL Agent or the Senior Secured Parties ABL Lenders may have with respect to the Senior ABL Priority Collateral, or any rights or remedies the Term Loan Agents or the Term Loan Lenders may have with respect to the Term Loan Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary Except as provided in this AgreementSection 3.1(a)(i)(y), the Second Priority Representatives Agents and the Second Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a any Second Priority Representative Agent or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or other collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subject to Section 2.3 and be subordinated to the Liens securing Senior Obligations Lender Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations Lender Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Lien Agents or the Senior Secured Parties Lenders may have with respect to the Senior Lender Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary (i) Except as otherwise set forth in this Agreement, the Second Priority Representatives ABL Facility Collateral Agent and the Second Priority Debt ABL Facility Secured Parties may exercise rights and remedies as unsecured creditors against the Company and Borrower or any other Grantor in accordance with the terms of the Second Priority Debt ABL Facility Documents to which it is a party and applicable law so long as to the extent that the exercise of such rights and remedies do is not violate any express provision inconsistent with the terms of this Agreement. Nothing Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by any Second Priority Representative the ABL Facility Collateral Agent or any Second Priority Debt Party ABL Facility Secured Parties of the required payments of principal, premium, interest, fees principal and other amounts due under in respect of the Second Priority Debt Documents ABL Facility Obligations so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative the ABL Facility Collateral Agent or any Second Priority Debt Party ABL Facility Secured Parties of rights or remedies as a secured creditor (including set-off) in respect of Shared Collateralthe Term Loan Priority Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien held by any of them. In the event any Second Priority Representative the ABL Facility Collateral Agent or any Second Priority Debt other ABL Facility Secured Party becomes a judgment lien Lien creditor in respect of Shared Term Loan Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligationscreditor, such judgment lien shall be subordinated to the Liens securing Senior Term Loan Obligations on the same basis as the other Liens on the Term Loan Priority Collateral securing the Second Priority Debt ABL Facility Obligations are so subordinated to such Liens securing Senior Term Loan Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives The Junior Lien Representative and the Second Priority Debt Junior Lien Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor Subsidiary that has guaranteed the Junior Priority Obligations in accordance with the terms of the Second applicable Junior Priority Debt Documents and applicable law so long as such rights and remedies do to the extent not violate any express provision inconsistent with, or prohibited by, the terms of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority the Junior Lien Representative or any Second Priority Debt Junior Lien Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of the exercise by a Second Priority the Junior Lien Representative or any Second Priority Debt Junior Lien Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral or other collateral or enforcement in contravention of this Agreement of any Lien in respect of Junior Priority Obligations held by any of them or in any Insolvency or Liquidation Proceeding. In the event any Second Priority the Junior Lien Representative or any Second Priority Debt Junior Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared any Collateral, First Lien Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt ObligationsObligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior the First Lien Obligations on the same basis as the other Liens securing the Second Junior Priority Debt Obligations are so subordinated to such the First Priority Liens securing Senior First Lien Obligations under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Lien Representative or the Senior First Lien Secured Parties may have with respect to the Senior First Lien Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary Except as otherwise set forth in this Agreement, the Second Priority Representatives Trustee and the Second Priority Debt Parties Subordinated Creditor may exercise rights and remedies as unsecured creditors against the Company and or any other Grantor that has guaranteed the Subordinated Obligations in accordance with the terms of the Second Priority Subordinated Debt Documents and applicable law so long law. Except as such rights and remedies do not violate any express provision of otherwise set forth in this Agreement. Nothing , nothing in this Agreement shall prohibit the receipt by any Second Priority Representative the Trustee or any Second Priority Debt Party other Subordinated Creditor of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Permitted Subordinated Debt Documents Payments so long as such receipt is (i) not the direct or indirect result of the exercise by a Second Priority Representative the Trustee or the Subordinated Creditor of rights or remedies (including, without limitation, any Second Priority Debt Party Enforcement Action and any exercise of rights or remedies as a secured creditor (including set-off)) in respect contravention of Shared Collateralthis Agreement and (ii) permitted under the Senior Credit Documents. In the event any Second Priority Representative the Trustee or any Second Priority Debt Party the Subordinated Creditor becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligationscreditor, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt Subordinated Obligations are so subordinated to such Liens securing Senior Obligations under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives Agent or the other Senior Secured Parties Creditors may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise in contravention of this Agreement by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, each of the Second Priority Representatives Agents and the Second Priority Debt Parties Lenders may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor Subsidiary that has guaranteed the Second Priority Obligations in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Party Lenders of the required payments of principalinterest, premium, interestif any, fees and other amounts due under principal on the Second Priority Debt Documents Claims and related fees and expenses so long as such receipt is not the direct or indirect result of the exercise by a any Second Priority Representative Agent or any Second Priority Debt Party Lender of rights or remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by any of them (or received or paid in respect of Shared Collateralany Common Collateral in the event of the occurrence of an Insolvency or Liquidation Proceeding with respect to a Grantor). In the event any Second Priority Representative Agent or any Second Priority Debt Party Lender becomes a judgment lien creditor in respect of Shared Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligationscreditor, such judgment lien shall be subordinated to the Liens securing Senior Obligations First Priority Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations First Priority Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives Credit Agent or the Senior Secured Parties First Priority Lenders may have with respect to the Senior First Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Representative and the Second Priority Debt Secured Parties may exercise rights and remedies as unsecured creditors against the Company and Second Lien Issuer, the Borrower or any other Grantor Loan Party that has guaranteed the Second Priority Obligations in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate law, including, without limitation, the acceleration of any express provision of this AgreementIndebtedness or other obligations owing under the Second Priority Documents or the demand for payment under the guarantee in respect thereof. Nothing in this Agreement shall prohibit the receipt by any the Second Priority Representative or any Second Priority Debt Party Secured Parties of the required payments of principal, interest and principal (and premium, interest, fees and other amounts due under the Second Priority Debt Documents if any) so long as such receipt is not the direct or indirect result of the exercise by a the Trustee, the Second Priority Representative or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared Common Collateral. In the event that the Second Priority Representative of any Second Priority Representative or any Second Priority Debt Secured Party becomes a judgment lien creditor in respect of Shared Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of the Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior the First Priority Obligations on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior the First Priority Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor that has guaranteed the Second Priority Claims in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a any Second Priority Representative Agent or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or other collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations Lender Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations Lender Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Lien Agents or the Senior Secured Parties Lenders may have with respect to the Senior Lender Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and Holdings or any Borrower or other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives and the Second Priority Debt Secured Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate violate, or are not otherwise inconsistent with, any express other provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral and is not otherwise in violation of this Agreement. In the event any Second Priority Representative or any Second Priority Debt Secured Party becomes a judgment lien Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien Lien shall be subordinated to the Liens securing Senior First Priority Obligations on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior First Priority Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior First Priority Representatives or the Senior First Priority Secured Parties may have with respect to the Senior First Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything Subject to the contrary restrictions set out in this AgreementSection 3.01, the Second Priority Representatives, the Second Priority Secured Parties, the Senior Subordinated Priority Representatives and the Second Senior Subordinated Priority Debt Parties may exercise rights and remedies as unsecured creditors against Holdings, a Notes Issuer, the Company Borrowers and any other Grantor Debtor in accordance with the terms of the Second Priority Debt Documents and the Senior Subordinated Priority Debt Documents (as applicable) and applicable law so long as such rights and remedies do not violate violate, or are not otherwise inconsistent with, any express provision of this AgreementAgreement (including any provision prohibiting or restricting the Second Priority Secured Parties or the Senior Subordinated Priority Parties from taking Enforcement Action and other various actions or making various objections). Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative, any Second Priority Secured Party, any Senior Subordinated Priority Representative or any Second Senior Subordinated Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents or the Senior Subordinated Priority Debt Documents (as applicable) so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative, any Second Priority Secured Party, any Senior Subordinated Priority Representative or any Second Senior Subordinated Priority Debt Party (as applicable) of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative, any Second Priority Secured Party, any Senior Subordinated Priority Representative or any Second Senior Subordinated Priority Debt Party becomes a judgment lien Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsObligations or Senior Subordinated Priority Debt Obligations (as applicable), such judgment lien Lien shall (x) in the case of any Second Priority Representative or any Second Priority Secured Party, be subordinated to the Liens securing Senior Priority Obligations on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Priority Obligations under this Agreement and (y) in the case of any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party, be subordinated to the Liens securing Senior Priority Obligations and Second Priority Debt Obligations on the same basis as the other Liens securing the Senior Subordinated Priority Debt Obligations are so subordinated to such Liens securing Senior Priority Obligations and Second Priority Debt Obligations under this Agreement. Nothing in this Agreement agreement shall impair or otherwise adversely affect any rights or remedies the Senior Priority Representatives or the Senior Priority Secured Parties may have with respect to the Senior Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives and the Second Priority Debt Secured Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law Law so long as such rights and remedies do not violate violate, or are not otherwise inconsistent with, any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Secured Party becomes a judgment lien Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien Lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Priority Representatives or the Senior Priority Secured Parties may have with respect to the Senior Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary (i) Except as otherwise set forth in this Agreement, the Second Priority Representatives Term Loan Collateral Agent and the Second Priority Debt Term Loan Secured Parties may exercise rights and remedies as unsecured creditors against the Company and Borrower or any other Grantor in accordance with the terms of the Second Priority Debt Term Loan Documents to which it is a party and applicable law so long as to the extent that the exercise of such rights and remedies do is not violate any express provision inconsistent with the terms of this Agreement. Nothing Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by any Second Priority Representative the Term Loan Collateral Agent or any Second Priority Debt Party Term Loan Secured Parties of the required payments of principal, premium, interest, fees principal and other amounts due under in respect of the Second Priority Debt Documents Term Loan Obligations so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative the Term Loan Collateral Agent or any Second Priority Debt Party Term Loan Secured Parties of rights or remedies as a secured creditor (including set-off) in respect of Shared Collateralthe ABL Facility Priority Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien held by any of them. In the event any Second Priority Representative the Term Loan Collateral Agent or any Second Priority Debt other Term Loan Secured Party becomes a judgment lien Lien creditor in respect of Shared ABL Facility Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligationscreditor, such judgment lien Lien shall be subordinated to the Liens securing Senior ABL Facility Obligations on the same basis as the other Liens on the ABL Facility Priority Collateral securing the Second Priority Debt Term Loan Obligations are so subordinated to such Liens securing Senior ABL Facility Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to To the contrary extent not in contravention of any express provision of this Agreement, the Second Priority Representatives and the other Second Priority Debt Secured Parties may exercise rights and remedies as unsecured creditors (including the ability to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Debtor Relief Laws, any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement) against Holdings, the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do law. To the extent not violate in contravention of any express provision of this Agreement. Nothing , nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any other Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared Collateral; provided that the foregoing shall not limit the provisions of Section 6.03. In the event any Second Priority Representative or any Second Priority Debt Secured Party becomes a judgment lien Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien Lien shall be subordinated to the Liens securing Senior Priority Obligations on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Priority Obligations under pursuant to this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Priority Representatives or the other Senior Priority Secured Parties may have with respect to the Senior Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Lien Agent and the Second Priority Debt Lien Secured Parties may exercise rights and remedies as an unsecured creditors creditor against SSC or any Subsidiary that has guaranteed the Company and any other Grantor Second Lien Claims in accordance with the terms of the applicable Second Priority Debt Lien Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any the Second Priority Representative Lien Agent or any Second Priority Debt Lien Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a the Second Priority Representative Lien Agent or any Second Priority Debt Lien Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or other collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Lien Claims held by any of them. In the event any the Second Priority Representative Lien Agent or any Second Priority Debt Lien Secured Party becomes a judgment lien creditor or other secured creditor, in each case, in respect of Shared Common Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsLien Claims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations First Lien Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Lien Claims are so subordinated to such Liens securing Senior Obligations First Lien Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Lien Agent or the Senior Secured Parties First Lien Lenders may have with respect to the Senior First Lien Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Second-Priority Representatives Agents and the Second Second-Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and Parent or any other Grantor Subsidiary that has guaranteed the Second-Priority Claims in accordance with the terms of the Second applicable Second-Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Second-Priority Representative Agent or any Second Second-Priority Debt Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of the exercise by a Second any Second-Priority Representative Agent or any Second Second-Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralSecurity Property or enforcement in contravention of this Agreement of any Lien in respect of Second-Priority Claims held by any of them. In the event any Second Second-Priority Representative Agent or any Second Second-Priority Debt Secured Party becomes a judgment lien creditor in respect of Shared Collateral Security Property as a result of its enforcement of its rights as an unsecured creditor in respect of Second Second-Priority Debt ObligationsClaims, such judgment lien shall be subordinated to the Liens securing Senior Obligations Lender Claims on the same basis as the other Liens securing the Second Second-Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations Lender Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives Intercreditor Agent or the Senior Secured Parties may have with respect to the Senior CollateralSecurity Property.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this AgreementExcept as otherwise expressly provided for herein, the Second Junior Priority Representatives and the Second Junior Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Junior Priority Debt Documents and applicable law Applicable Law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Junior Priority Representative or any Second Junior Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Junior Priority Representative or any Second Junior Priority Debt Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral in contravention of this Agreement, or of any other action in contravention of this Agreement. In the event that any Second Junior Priority Representative or any Second Junior Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Junior Priority Debt Obligations are so subordinated and junior 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor or the Guarantors in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate violate, or are not otherwise inconsistent with, any express provision of this AgreementAgreement (including any provision prohibiting or restricting the Second Priority Representatives or the Second Priority Debt Parties from taking various actions or making various objections). Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral (including any right of setoff or recoupment). In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Junior Priority Representatives and the Second Junior Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and Borrower or any other Grantor in accordance with the terms of the Second Junior Priority Debt Documents and applicable law so long as such exercise of rights and remedies do is not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Junior Priority Representative or any Second Junior Priority Debt Party of the required scheduled payments of principal, premium, interest, fees and other amounts due under the Second Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Junior Priority Representative or any Second Junior Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Junior Priority Representative or any Second Junior Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Junior Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives Agents and the Second Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and Borrower or any other Grantor in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with or otherwise in contravention of the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a any Second Priority Representative Agent or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or (b) enforcement in contravention of this Agreement of any Lien on Common Collateral in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations Creditor Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations Creditor Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Lien Agents or the Senior Secured Parties Creditors may have with respect to the Senior Creditor Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company either Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this AgreementAgreement or any Senior Debt Document. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary (i) Except as otherwise set forth in this Agreement, the Second Priority Representatives First Lien Security Agent and the Second Priority Debt First Lien Secured Parties may exercise rights and remedies as unsecured creditors against the Company and or any other Grantor in accordance with the terms of the Second Priority Debt First Lien Documents to which it is a party and applicable law so long law. Except as such rights and remedies do not violate any express provision of otherwise set forth in this Agreement. Nothing , nothing in this Agreement shall prohibit the receipt by any Second Priority Representative the First Lien Security Agent or any Second Priority Debt Party First Lien Secured Parties of the required payments of principal, premium, interest, fees principal and other amounts due under in respect of the Second Priority Debt Documents First Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative the First Lien Security Agent or any Second Priority Debt Party First Lien Secured Parties of rights or remedies as a secured creditor (including set off) in respect of Shared Collateralthe Revolving Facility Priority Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien on Revolving Facility Priority Collateral held by any of them. In the event any Second Priority Representative the First Lien Security Agent or any Second Priority Debt other First Lien Secured Party becomes a judgment lien Lien creditor in respect of Shared Revolving Facility Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligationscreditor, such judgment lien Lien shall be subordinated to the Liens securing Senior Revolving Facility Obligations on the same basis as the other Liens on the Revolving Facility Priority Collateral securing the Second Priority Debt First Lien Obligations are so subordinated to such Liens securing Senior the Revolving Facility Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Agents and the Second Priority Debt Parties Lenders may exercise rights and remedies as an unsecured creditors creditor against the Company and Borrower or any other Grantor Subsidiary that has guaranteed the Second Priority Claims in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Party Lender of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a any Second Priority Representative Agent or any Second Priority Debt Party Lender of rights or remedies as a secured creditor in respect of Shared Collateralthe applicable portion of the Common Collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Party Lender becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations First Priority Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations First Priority Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives ABL Agent or the Senior Secured Parties ABL Lenders may have with respect to the Senior ABL Facility First Priority Collateral, or any rights or remedies the Term Loan/Cash Flow Revolver Agent or the Term Loan/Cash Flow Revolver Lenders may have with respect to the Term/Cash Flow Revolver Facility First Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Agents and the Second Priority Debt Parties Holders may exercise rights and remedies as an unsecured creditors creditor against New Pyxus Topco, any Grantor or any Subsidiary that has guaranteed the Company and any other Grantor Second Priority Claims in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Party Holder of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a any Second Priority Representative Agent or any Second Priority Debt Party Holder of rights or remedies as a secured creditor in respect of Shared Collateralthe applicable portion of the Common Collateral or (b) enforcement in contravention of this Agreement or any other applicable intercreditor agreement of any Lien in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Party Holder becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations First Priority Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations First Priority Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives ABL Agents or the Senior Secured Parties ABL Lenders may have with respect to the Senior ABL Priority Collateral, or any rights or remedies the Term/Note Agents or the Term/Note Holders may have with respect to the Term/Note Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Agents and the Second Priority Debt Parties Lenders may exercise rights and remedies as an unsecured creditors creditor against Holdings, the Company and Term Loan Borrower, any other Grantor ABL Borrower or any Subsidiary that has guaranteed the Second Priority Claims in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Party Lender of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a any Second Priority Representative Agent or any Second Priority Debt Party Lender of rights or remedies as a secured creditor in respect of Shared Collateralthat portion of the Common Collateral on which the Second Priority Agents and the Second Priority Lenders have a Second Priority Claim or (b) enforcement in contravention of this Agreement or any other applicable intercreditor agreement of any Lien in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Party Lender becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations First Priority Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations First Priority Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives ABL Agent or the Senior Secured Parties ABL Lenders may have with respect to the Senior ABL Priority Collateral, or any rights or remedies the Term Loan Agents or the Term Loan Lenders may have with respect to the Term Loan Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor Company, the Borrowers or the Guarantors in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate violate, or are not otherwise inconsistent with, any express provision of this AgreementAgreement (including any provision prohibiting or restricting the Second Priority Representatives or the Second Priority Debt Parties from taking various actions or making various objections). Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral (including any right of setoff or recoupment). In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor Subsidiary that has guaranteed the Second Priority Claims in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a any Second Priority Representative Agent or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or other collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations Lender Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations Lender Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Lien Agents or the Senior Secured Parties Lenders may have with respect to the Senior Lender Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority The Junior Representatives and the Second Junior Priority Debt Parties may exercise rights and remedies as unsecured creditors against Holdings or the Company and any other Grantor Guarantors in accordance with the terms of the Second Junior Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express other provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Junior Representative or any Second Junior Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Junior Representative or any Second Junior Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Junior Representative or any Second Junior Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Junior Priority Debt 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 Representatives Representative or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this AgreementExcept as otherwise expressly provided for herein, the Second Junior Priority Representatives and the Second Junior Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrowers and any other Grantor in accordance with the terms of the Second Junior Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Junior Priority Representative or any Second Junior Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Junior Priority Representative or any Second Junior Priority Debt Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral in contravention of this Agreement, or of any other action in contravention of this Agreement. In the event any Second Junior Priority Representative or any Second Junior Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations and any DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second Junior Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Lien Authorized Representatives and the Second Priority Debt Lien Secured Parties may exercise rights and remedies as unsecured creditors against the Company Parent, the Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Lien Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Priority Lien Authorized Representative or any Second Priority Debt Lien Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Lien Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Lien Authorized Representative or any Second Priority Debt Lien Secured Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Lien Authorized Representative or any Second Priority Debt Lien Secured Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Lien Obligations, such judgment lien shall be subordinated to the Liens securing Senior First Lien Obligations on the same basis as the other Liens securing the Second Priority Debt Lien Obligations are so subordinated to such Liens securing Senior First Lien Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior First Lien Collateral Agent, the First Lien Authorized Representatives or the Senior First Lien Secured Parties may have with respect to the Senior First Lien Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this AgreementExcept as otherwise expressly provided for herein, the Second Junior Priority Representatives and the Second Junior Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Junior Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Junior Priority Representative or any Second Junior Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Junior Priority Representative or any Second Junior Priority Debt Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral in contravention of this Agreement, or of any other action in contravention of this Agreement. In the event that any Second Junior Priority Representative or any Second Junior Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations and any DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second Junior Priority Debt Obligations are so subordinated and junior 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority The Junior Representatives and the Second Junior Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor Borrower or the Guarantors in accordance with the terms of the Second Junior Priority Debt Documents and applicable law so long as such rights and remedies do not violate or are not otherwise inconsistent with any express other provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Junior Representative or any Second Junior Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Junior Representative or any Second Junior Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Junior Representative or any Second Junior Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Junior Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives The Junior Lien Collateral Trustee and the Second other Junior Priority Debt Parties may exercise any rights and remedies as unsecured creditors they may have against the Company Borrower and any other Grantor in accordance with the terms of the Second Junior Priority Debt Documents and applicable law so long as such rights and remedies do not violate violate, or are not otherwise inconsistent with, any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative the Junior Lien Collateral Trustee or any Second other Junior Priority Debt Party of the required payments of principal, premium, interest, fees fees, indemnities, expenses and other amounts due under the Second Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative the Junior Lien Collateral Trustee or any Second other Junior Priority Debt Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral in contravention of this Agreement or is not otherwise subject to turnover pursuant to Section 4.02. In the event any Second Priority Representative the Junior Lien Collateral Trustee or any Second other Junior Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations and any DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second Junior Priority Debt 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 Representatives or the Senior Secured Parties Tenaska may have with respect to the Senior Collateral. For the avoidance of doubt, the terms of this Agreement govern the respective rights of Tenaska, the Junior Lien Collateral Trustee and the Junior Priority Parties in respect of the Shared Collateral. The Junior Lien Collateral Trustee and Junior Priority Parties shall be senior secured creditors in respect of the Other Collateral and may exercise any rights and remedies as secured or unsecured creditors they may have against the Borrower and any other Grantor in respect of the Other Collateral in accordance with the terms of the Junior Priority Debt Documents, the Junior Priority Collateral Documents, the Collateral Trust Agreement and applicable law.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate or are not otherwise inconsistent with any express other provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary Except as otherwise expressly set forth in this Agreement, the Second Priority Representatives Junior Lien Collateral Agent and the Second Priority Debt Junior Lien Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor Subsidiary that has guaranteed the Junior Lien Obligations in accordance with the terms of the Second Priority Debt applicable Junior Lien Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative the Junior Lien Collateral Agent or any Second Priority Debt Junior Lien Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of the exercise by a Second Priority the Junior Lien Collateral Agent, any Junior Lien Representative or any Second Priority Debt Junior Lien Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or other collateral or enforcement in contravention of this Agreement of any Lien in respect of Junior Lien Obligations held by any of them or in any Insolvency or Liquidation Proceeding. In the event the Junior Lien Collateral Agent, any Second Priority Junior Lien Representative or any Second Priority Debt Junior Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral, First Lien Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsJunior Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior First Lien Obligations on the same basis as the other Liens securing the Second Priority Debt Junior Lien Obligations are so subordinated to such the First Priority Liens securing Senior First Lien Obligations under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Lien Collateral Agent or the Senior First Lien Secured Parties may have with respect to the Senior First Lien Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in Except as otherwise expressly set forth in, or barred by, this Agreement, the Second Priority Representatives Term Loan Collateral Agent and the Second Priority Debt Term Loan Secured Parties may exercise their rights and remedies remedies, if any, as an unsecured creditors creditor against the Company and or any other Grantor that has guaranteed the Term Loan Obligations in accordance with the terms of the Second Priority Debt applicable Term Loan Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative the Term Loan Collateral Agent or any Second Priority Debt Term Loan Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative the Term Loan Collateral Agent or any Second Priority Debt Term Loan Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or enforcement in contravention of this Agreement of any Lien on the Common Collateral in respect of Term Loan Obligations held by any of them or in any Insolvency or Liquidation Proceeding. In the event any Second Priority Representative the Term Loan Collateral Agent or any Second Priority Debt Term Loan Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared Collateral Common Collateral, as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsTerm Loan Obligations or otherwise, such judgment lien Lien or any other Lien shall be (i) subordinated to the Liens securing Senior ABL Obligations on the same basis as the other Liens securing the Second Priority Debt Term Loan Obligations are so subordinated to such the First Priority Liens securing Senior ABL Obligations under this Agreement, and (ii) otherwise subject to the terms of this Agreement for all purposes to the same extent as all other Liens on Common Collateral securing the Term Loan Obligations are subject to this Agreement. Nothing in this Agreement impairs, shall impair be construed to impair, or otherwise adversely affect affects any rights or remedies the Senior Representatives ABL Collateral Agent or the Senior ABL Secured Parties may have with respect to the Senior Common Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary (i) Except as otherwise set forth in this Agreement, the Second Priority Representatives Revolving Facility Agent and the Second Priority Debt Revolving Facility Secured Parties may exercise rights and remedies as unsecured creditors against the Company and or any other Grantor in accordance with the terms of the Second Priority Debt Revolving Facility Documents to which it is a party and applicable law so long law. Except as such rights and remedies do not violate any express provision of otherwise set forth in this Agreement. Nothing , nothing in this Agreement shall prohibit the receipt by any Second Priority Representative the Revolving Facility Agent or any Second Priority Debt Party Revolving Facility Secured Parties of the required payments of principal, premium, interest, fees principal and other amounts due under in respect of the Second Priority Debt Documents Revolving Facility Obligations so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative the Revolving Facility Agent or any Second Priority Debt Party Revolving Facility Secured Parties of rights or remedies as a secured creditor (including set off) in respect of Shared Collateralthe Notes Priority Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien on Notes Priority Collateral held by any of them. In the event any Second Priority Representative the Revolving Facility Agent or any Second Priority Debt other Revolving Facility Secured Party becomes a judgment lien Lien creditor in respect of Shared Notes Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligationscreditor, such judgment lien Lien shall be subordinated to (x) the Liens securing Senior First Lien Obligations and (y) if any Additional Second Lien Obligations have been issued, the Liens securing the Second Lien Obligations, in each case, on the same basis as the other Liens on the Notes Priority Collateral securing the Second Priority Debt Revolving Facility Obligations are so subordinated to such Liens securing Senior the First Lien Obligations and Second Lien Obligations, respectively, under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate or are not otherwise inconsistent with any express other provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral, Restricted Assets or Sale Proceeds. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Debt Obligations on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Debt Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Representatives or the Senior Secured Parties may have with respect to the Senior Collateral, Restricted Assets or Sale Proceeds.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives and the Second Priority Debt Secured Parties may exercise rights and remedies as unsecured creditors against the Company Borrowers and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law Law so long as such rights and remedies do not violate violate, or are not otherwise inconsistent with, any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Secured Party becomes a judgment lien Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien Lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Priority Representatives or the Senior Priority Secured Parties may have with respect to the Senior Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Second-Priority Representatives Agents and the Second Second-Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor Subsidiary that has guaranteed the Second-Priority Claims in accordance with the terms of the Second applicable Second-Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Second-Priority Representative Agent or any Second Second-Priority Debt Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of the exercise by a Second any Second-Priority Representative Agent or any Second Second-Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or other collateral or enforcement in contravention of this Agreement of any Lien in respect of Second-Priority Claims held by any of them. In the event any Second Second-Priority Representative Agent or any Second Second-Priority Debt Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Second-Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations Lender Claims on the same basis as the other Liens securing the Second Second-Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations Lender Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives Intercreditor Agent or the Senior Secured Parties Lenders may have with respect to the Senior Lender Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrowers and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors to the extent not inconsistent with this Agreement against Holdings, the Company Borrower and any other Grantor and in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Collateral Agent, the Senior Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, during an Event of Default (as defined under the Second Priority Debt Documents), the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives Representative or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives Representative or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a any Second Priority Representative Agent or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or other collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations Lender Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations Lender Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Lien Agents or the Senior Secured Parties Lenders may have with respect to the Senior Lender Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Junior Priority Representatives and the Second Junior Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and Borrower or any other Grantor in accordance with the terms of the Second Junior Priority Debt Documents and applicable law so long as such exercise of rights and remedies do does not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Junior Priority Representative or any Second Junior Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise in contravention of this Agreement by a Second Junior Priority Representative or any Second Junior Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Junior Priority Representative or any Second Junior Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Junior Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor, but this limitation on any involuntary case or proceeding shall only apply until the expiration of the Standstill Period). To the extent not in contravention of this Agreement. Nothing , nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise in contravention of this Agreement by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Agents and the Second Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and Borrowers or any other Grantor Pledgor in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a any Second Priority Representative Agent or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or other collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations Lender Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations Lender Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Lien Agents or the Senior Secured Parties Lenders may have with respect to the Senior Lender Collateral.

Rights as Unsecured Creditors. (a) Notwithstanding anything to the contrary in this Agreement, the Second each Priority Representatives and the Second Priority Debt Parties Lien Secured Party may exercise rights and remedies as an unsecured creditors creditor against any Grantor that has guaranteed the Company and any other Grantor Priority Lien Obligations in accordance with the terms of the Second Priority Debt Lien Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Lien Secured Party of the required payments of principalinterest, premium, interestif any, and principal on the Priority Lien Obligations and related fees and other amounts due under the Second Priority Debt Documents expenses so long as such receipt is not the direct or indirect result of the exercise by a Second such Priority Representative or any Second Priority Debt Lien Secured Party of rights or remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by it in respect of Shared Collateralany Credit Facility Priority Collateral (or received or paid in respect of any Credit Facility Priority Collateral in the event of the occurrence of an Insolvency or Liquidation Proceeding with respect to a Grantor). In the event any Second Priority Representative or any Second Priority Debt Lien Secured Party becomes a judgment lien Lien creditor in respect of Shared Credit Facility Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligationscreditor, such judgment lien Lien shall be subordinated to the Liens securing Senior Obligations Credit Facility Claims on the same basis as the other Liens securing the Second Priority Debt Lien Obligations are so subordinated to such Liens securing Senior Obligations Credit Facility Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives Credit Facility Agent or the Senior Secured Parties Credit Facility Lenders may have with respect to the Senior Credit Facility Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second The Junior Priority Representatives and the Second other Junior Priority Debt Secured Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Junior Priority Debt Documents and applicable law so long as such rights and remedies do not violate or are not otherwise inconsistent with any express other provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Junior Priority Representative or any Second Junior Priority Debt Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Junior Priority Representative or any Second Junior Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Junior Priority Representative or any Second Junior Priority Debt Secured Party becomes a judgment lien Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt Obligations, such judgment lien Lien shall be subordinated to the Liens securing Senior Priority Obligations on the same basis as the other Liens securing the Second Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Priority Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Priority Representatives or the other Senior Priority Secured Parties may have with respect to the Senior Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrowers and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate or are not otherwise inconsistent with any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral. SECTION 5.05.

Rights as Unsecured Creditors. Notwithstanding anything Except to the contrary extent in contravention of the express terms of this Agreement, the Second Junior Priority Representatives Agents and the Second Junior Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor Subsidiary of the Company that has guaranteed the Junior Priority Obligations in accordance with with, and to the extent permitted by, the terms of the Second applicable Junior Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt (subject to Sections 4.1 and 4.2, as applicable) by any Second Junior Priority Representative Agent or any Second Junior Priority Debt Secured Party of the required payments of interest, principal, premium, interestif any, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second any Junior Priority Representative Agent or any Second Junior Priority Debt Secured Party of rights or remedies as a secured creditor against Common Collateral or enforcement in contravention of this Agreement of any Lien against Common Collateral in respect of Shared CollateralJunior Priority Obligations held by any of them. In the event any Second Junior Priority Representative Agent or any Second Junior Priority Debt Secured Party becomes a judgment lien creditor in respect of Shared or other secured creditor against Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt ObligationsObligations or otherwise, such judgment lien Lien shall be subordinated to the Liens securing Senior Priority Obligations on the same basis as the other Liens securing the Second Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Priority Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Representatives Priority Agents or the Senior Secured Parties may have with respect to the Senior Priority Collateral. For the avoidance of doubt, but without limiting Section 6.11 or 8.18, nothing in this Agreement shall restrict the right of any Junior Priority Secured Party to enforce any of its rights against GLBR or any assets of GLBR.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Issuer and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do exercise is not violate inconsistent with any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority any Representative or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared the Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Second Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to (a) Each of the contrary in this Agreement, the Second Priority Representatives Indenture Agent and the Second Priority Debt Parties Indenture Holders may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor that has guaranteed the Indenture Obligations in accordance with the terms of the Second Priority Debt Indenture Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative the Indenture Agent or any Second Priority Debt Party Indenture Holders of the required payments of principalinterest, premium, interestif any, and principal on the Indenture Obligations and related fees and other amounts due under the Second Priority Debt Documents expenses so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative the Indenture Agent or any Second Priority Debt Party Indenture Holder of rights or remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by any of them in respect of Shared Collateralany Credit Facility Collateral (or received or paid in respect of any Credit Facility Priority Collateral in the event of the occurrence of an Insolvency or Liquidation Proceeding with respect to a Grantor, or in the event that the Company or any other Grantor is liquidating Credit Facility Priority Collateral not in the ordinary course of business and the Indenture Agent or the Indenture Holders receive the proceeds thereof (other than proceeds received from the Company as payment of regularly scheduled interest on the Notes)). In the event any Second Priority Representative the Indenture Agent or any Second Priority Debt Party Indenture Holder becomes a judgment lien creditor in respect of Shared Credit Facility Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligationscreditor, such judgment lien shall be subordinated to the Liens securing Senior Obligations Credit Facility Claims on the same basis as the other Liens securing the Second Priority Debt Indenture Obligations are so subordinated to such Liens securing Senior Obligations Credit Facility Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives Credit Facility Agent or the Senior Secured Parties Credit Facility Claim Holders may have with respect to the Senior Credit Facility Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this AgreementExcept as otherwise expressly provided for herein, the Second Junior Priority Representatives and the Second Junior Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Junior Priority Debt Documents and applicable law Applicable Law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Junior Priority Representative or any Second Junior Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Junior Priority Representative or any Second Junior Priority Debt Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral in contravention of this Agreement, or of any other action in contravention of this Agreement. In the event that any Second Junior Priority Representative or any Second Junior Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations and any DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second Junior Priority Debt Obligations are so subordinated and junior 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary Except as otherwise expressly set forth in this Agreement, the Second Priority Representatives Lien Notes Trustee and the Second Priority Debt Lien Notes Secured Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor Second Lien Notes Credit Party in accordance with the terms of the Second Priority Debt Lien Notes Documents and applicable law so long as to the extent such action is not inconsistent with, or could not result in a distribution of Collateral or the proceeds therefrom or any other amounts or any other resolution inconsistent with, the terms of this Agreement. Any proceeds received by the Second Lien Notes Trustee and the Second Lien Notes Secured Parties from the exercise of such rights and remedies do not violate any express provision as unsecured creditors or otherwise shall be turned over to the First Lien Agent in accordance with Section 6.5 until the Discharge of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared CollateralFirst Lien Obligations has occurred. In the event any the Second Priority Representative Lien Notes Trustee or any Second Priority Debt Lien Notes Secured Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligationscreditor, such judgment lien shall be subordinated to the Liens securing Senior First Lien Obligations on the same basis as the other Liens securing the Second Priority Debt Lien Notes Obligations are so subordinated to such Liens securing Senior First Lien Obligations under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies that the Senior Representatives First Lien Agent or the Senior other First Lien Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Secured Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Secured Party becomes a judgment lien Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien Lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Priority Representatives or the Senior Priority Secured Parties may have with respect to the Senior Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary Except as otherwise set forth in this Agreement, the Second Priority Representatives Revolving Facility Security Agent and the Second Priority Debt Revolving Facility Secured Parties may exercise rights and remedies as unsecured creditors against the Company and any Borrower or any other Grantor in accordance with the terms of the Second Priority Debt Revolving Facility Documents to which it is a party and applicable law so long law. Except as such rights and remedies do not violate any express provision of otherwise set forth in this Agreement. Nothing , nothing in this Agreement shall prohibit the receipt by any Second Priority Representative the Revolving Facility Security Agent or any Second Priority Debt Party Revolving Facility Secured Parties of the required payments of principal, premium, interest, fees principal and other amounts due under in respect of the Second Priority Debt Documents Revolving Facility Obligations so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative the Revolving Facility Security Agent or any Second Priority Debt Party Revolving Facility Secured Parties of rights or remedies as a secured creditor (including set off) in respect of Shared Collateral. In the Term Loan First Lien Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien held by any of xxxx.Xx the event any Second Priority Representative the Revolving Facility Security Agent or any Second Priority Debt other Revolving Facility Secured Party becomes a judgment lien creditor in respect of Shared Term Loan First Lien Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligationscreditor, such judgment lien shall be subordinated to the Liens securing Senior Term Loan Obligations on the same basis as the other Liens on the Term Loan First Lien Collateral securing the Second Priority Debt Revolving Facility Obligations are so subordinated to such Liens securing Senior Term Loan Obligations under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives Term Loan Security Agent or the Senior other Term Loan Secured Parties may have with respect to the Senior Term Loan First Lien Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt The First Lien Secured Parties may exercise rights and remedies as unsecured creditors against any Credit Party in accordance with the Company terms of the First Lien Debt Documents and applicable law; provided that the First Lien Secured Parties will not exercise such rights and remedies in a manner inconsistent with this Agreement. The Second Lien Collateral Agent and each Second Lien Representative, on behalf of itself and all applicable Second Lien Secured Parties, each may exercise rights and remedies as unsecured creditors against any other Grantor Credit Party in accordance with the terms of the Second Priority Lien Debt Documents and applicable law so long as law; provided that the Second Lien Collateral Agent and each Second Lien Representative, on behalf of itself and all applicable Second Lien Parties, will not exercise such rights and remedies do not violate any express provision of in a manner inconsistent with this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt First Lien Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority First Lien Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared CollateralDocuments. In the event any Second Priority Representative or any Second Priority Debt Lien Secured Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Lien Obligations, such judgment lien shall be subordinated to the Liens securing Senior First Lien Priority Obligations on the same basis as the other Liens securing the Second Priority Debt Lien Obligations are so subordinated to such Liens securing Senior First Lien Priority Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Representatives or the Senior First Lien Secured Parties may have with respect to the Senior First Lien Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.the

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second The Junior Priority Representatives and the Second other Junior Priority Debt Secured Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Junior Priority Debt Documents and applicable law so long as such rights and remedies do not violate or are not otherwise inconsistent with any express other provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Junior Priority Representative or any Second Junior Priority Debt Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Junior Priority Representative or any Second Junior Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Junior Priority Representative or any Second Junior Priority Debt Secured Party becomes a judgment lien Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt Obligations, such judgment lien Lien shall be subordinated to the Liens securing Senior First Lien Obligations on the same basis as the other Liens securing the Second Junior Priority Debt Obligations are so subordinated to such Liens securing Senior First Lien Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Priority Representatives or the other Senior Priority Secured Parties may have with respect to the Senior Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary Except as otherwise expressly set forth in this Agreement, the Second Priority Representatives Junior Lien Collateral Agent and the Second Priority Debt Junior Lien Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor Subsidiary that has guaranteed the Junior Lien Obligations in accordance with the terms of the Second Priority Debt applicable Junior Lien Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative the Junior Lien Collateral Agent or any Second Priority Debt Junior Lien Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of the exercise by a Second Priority the Junior Lien Collateral Agent, any Junior Lien Representative or any Second Priority Debt Junior Lien Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral or other collateral or enforcement in contravention of this Agreement of any Lien in respect of Junior Lien Obligations held by any of them or in any Insolvency or Liquidation Proceeding. In the event the Junior Lien Collateral Agent, any Second Priority Junior Lien Representative or any Second Priority Debt Junior Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared Collateral, First Lien Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsJunior Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior First Lien Obligations on the same basis as the other Liens securing the Second Priority Debt Junior Lien Obligations are so subordinated to such the First Priority Liens securing Senior First Lien Obligations under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Lien Collateral Agents or the Senior First Lien Secured Parties may have with respect to the Senior First Lien Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Trustee and the Second Priority Debt Parties Noteholders may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor Subsidiary that has guaranteed the Noteholder Claims in accordance with the terms of the Second Priority Debt Noteholder Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative the Trustee or any Second Priority Debt Party Noteholders of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative the Trustee or any Second Priority Debt Party Noteholder of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or enforcement in contravention of this Agreement of any Lien in respect of Noteholder Claims held by any of them and such payments do not come from Proceeds of Common Collateral after an event of default under the First Lien Indebtedness has occurred with respect to which the Trustee has received written notice, and until such event of default is cured or waived or until the Discharge of Senior Lender Claims. In the event any Second Priority Representative the Trustee or any Second Priority Debt Party Noteholder becomes a judgment lien creditor in respect of Shared Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsNoteholder Claims, such judgment lien shall be subordinated to the Liens securing Senior Obligations Lender Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Noteholder Claims are so subordinated to such Liens securing Senior Obligations Lender Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives Credit Agent or the Senior Secured Parties Lenders may have with respect to the Senior Lender Collateral.

Rights as Unsecured Creditors. Notwithstanding anything Subject to the contrary in provisions of this Agreement, each of the Second Priority Representatives Notes Collateral Agent and the Second Priority Debt other Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and Issuer or any other Grantor Guarantor that has guaranteed the Indenture Obligations or the Pari Passu Payment Lien Obligations, if any, in accordance with the terms of the Second Priority Debt Documents Indenture Documents, the Pari Passu Payment Lien Documents, and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative the Notes Collateral Agent or any Second Priority Debt other Secured Party of the required payments of principalinterest, premium, interestif any, and principal on the Indenture Obligations or the Pari Passu Payment Lien Obligations, and related fees and other amounts due under the Second Priority Debt Documents expenses so long as such receipt is not (i) prohibited by the terms of the Credit Facility Documents or (ii) the direct or indirect result of the exercise by a Second Priority Representative the Notes Collateral Agent or any Second Priority Debt other Secured Party of rights or remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by any of them in respect of Shared any Collateral. In the event any Second Priority Representative the Notes Collateral Agent or any Second Priority Debt other Secured Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligationscreditor, such judgment lien shall be subordinated to the Liens securing Senior Obligations Credit Facility Claims on the same basis as the other Liens securing the Second Priority Debt Indenture Obligations or the Pari Passu Payment Lien Obligations are so subordinated to such Liens securing Senior Obligations Credit Facility Claims under this AgreementAgreement (and such judgment lien shall become subject to the terms of this Agreement for all purposes as the other Liens on the Collateral securing the Indenture Obligations and the Pari Passu Payment Lien Obligations). Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives Credit Facility Collateral Agent or the Senior Secured Parties Credit Facility Lenders may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives Agents and the Second Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with or in violation of the other provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees fees, expenses, indemnities and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of (a) the exercise in contravention of this Agreement by a any Second Priority Representative Agent or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or other collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations Lender Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations Lender Claims under this AgreementAgreement and shall otherwise be subject to the terms of this Agreement for all purposes to the same extent as all other Liens securing the Second Priority Claims subject hereto. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Lien Agents or the Senior Secured Parties Lenders may have with respect to the Senior Lender Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Trustee and the Second Priority Debt Parties Noteholders may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor Subsidiary that has guaranteed the Noteholder Claims in accordance with the terms of the Second Priority Debt Noteholder Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative the Trustee or any Second Priority Debt Party Noteholders of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative the Trustee or any Second Priority Debt Party Noteholder of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or enforcement in contravention of this Agreement of any Lien in respect of Noteholder Claims held by any of them and such payments do not come from Proceeds of Common Collateral after an event of default under the First Lien Indebtedness has occurred with respect to which the Trustee has received written notice prior to the Trustee's receipt of such payments, and until such event of default is cured or waived or until the Discharge of Senior Lender Claims. In the event any Second Priority Representative the Trustee or any Second Priority Debt Party Noteholder becomes a judgment lien creditor in respect of Shared Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsNoteholder Claims, such judgment lien shall be subordinated to the Liens securing Senior Obligations Lender Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Noteholder Claims are so subordinated to such Liens securing Senior Obligations Lender Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives Credit Agent or the Senior Secured Parties Lenders may have with respect to the Senior Lender Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral. 5.5.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives and the Second Priority Debt Secured Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law Law so long as such rights and remedies do not violate violate, or are not otherwise inconsistent with, any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Secured Party becomes a judgment lien Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien Lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Priority Representatives or the Senior Priority Secured Parties may have with respect to the Senior Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority The Junior Representatives and the Second Junior Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor or the Guarantors in accordance with the terms of the Second Junior Priority Debt Documents and applicable law so long as such rights and remedies do not violate or are otherwise inconsistent with any express provision of this AgreementAgreement (it being understood that any express provision of this Agreement that requires any party hereto to act or to refrain from acting shall be applicable to such party in its respective capacities as a secured creditor and as an unsecured creditor). Nothing in this Agreement shall prohibit the receipt by any Second Priority Junior Representative or any Second Junior Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Junior Representative or any Second Junior Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Junior Representative or any Second Junior Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Junior Priority Debt 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 Designated Senior Representatives Representatives, the other Senior Representative or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives and the Second Priority Debt Secured Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with with, are not inconsistent with, and the terms of the Second Priority Debt Documents and applicable law law, so long as such rights and remedies are not consistent with, and do not violate any express provision provision, of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Secured Party becomes a judgment lien Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien Lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Priority Representatives or the Senior Priority Secured Parties may have with respect to the Senior Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives each Junior Collateral Agent and the Second Priority Debt Parties each Junior Obligations Secured Party may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor Subsidiary that has guaranteed the applicable Junior Obligations in accordance with the terms of the Second Priority Debt applicable Junior Obligations Documents and applicable law so long as such rights and remedies do if the Common Collateral was not violate any express provision of this Agreementsubject to their Junior Liens. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Junior Collateral Agent or any Second Priority Debt Junior Obligations Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative such Junior Collateral Agent or any Second Priority Debt such Junior Obligations Secured Party of rights or remedies as a secured creditor or enforcement in respect contravention of Shared Collateralthis Agreement of any Lien held by any of them. In the event any Second Priority Representative Junior Collateral Agent or any Second Priority Debt Junior Obligations Secured Party becomes a judgment lien creditor in respect of Shared any Common Collateral on which they do not have Senior Liens as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligationscreditor, such judgment lien shall be subordinated to the Senior Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt such Junior Obligations are so subordinated to such Senior Liens securing Senior Obligations under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives Credit Agent or the Senior Secured Parties Lenders may have with respect to the Senior Lender First Lien Collateral or any rights or remedies the 2004 Noteholder Agent or the 2004 Noteholders may have with respect to the 2004 Notes First Lien Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives Agents and the Second Priority Debt Parties Lenders may exercise rights and remedies as an unsecured creditors creditor against the Company and Borrower or any other Grantor Subsidiary that has guaranteed the Second Priority Claims in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Party Lender of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a any Second Priority Representative Agent or any Second Priority Debt Party Lender of rights or remedies as a secured creditor in respect of Shared Collateralthe applicable portion of the Common Collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Party Lender becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations First Priority Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations First Priority Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives ABL Agent or the Senior Secured Parties ABL Lenders may have with respect to the Senior ABL Facility First Priority Collateral, or any rights or remedies the Term Loan Agents or the Term Loan Lenders may have with respect to the Term Facility First Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of or are not otherwise inconsistent with, the provisions this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Priori ty Debt Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral (provided that as between the Grantors and the Senior Secured Parties, the foregoing will not limit or otherwise affect the obligations of the Grantors contained in any Senior Debt Document and as between the Grantors and the Second Priority Debt Parties, the foregoing will not limit or otherwise affect the obligations of the Grantors contained in any Second Priority Debt Document). In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives Representative or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, during an Event of Default under the Second Priority Representatives Debt Documents, the Second Priority Representative and the other Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the acceleration of the Second Priority Debt Obligations or the receipt by any Second Priority Representative or any other Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a the Second Priority Representative or any other Second Priority Debt Party of an Enforcement Action or any other rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any other Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien Lien shall be subordinated subject to this Agreement for all purposes (including in relation to the Liens securing Senior Obligations on the same basis Obligations) as the other Liens securing the Second Priority Debt Obligations are so subordinated subject 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Issuer and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate or are not inconsistent with any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such exercise of rights and remedies do are not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any distribution of or in respect of any Shared Collateral (whether or not expressly characterized as such) upon or in any Insolvency or Liquidation Proceeding with respect to any Grantor. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives and the Second Priority Debt Secured Parties may exercise rights and remedies as unsecured creditors against the Company any Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate or are not otherwise inconsistent with any express provision of this AgreementAgreement (including any provision prohibiting or restricting the Second Priority Representatives or the Second Priority Secured Parties from taking various actions or making various objections). Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees fees, expenses, and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCollateral or in conflict with Section 4.01 or Article VI; provided that this Section 5.04 shall not be construed to affect any restrictions under the First Priority Debt Documents that limit any Grantor from making payments of the Second Priority Debt Obligations in effect on the date hereof. In the event any Second Priority Representative or any Second Priority Debt Secured Party becomes a judgment lien Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien Lien shall be subordinated to the Liens securing Senior First Priority Obligations on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior First Priority Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior First Priority Representatives or the Senior First Priority Secured Parties may have with respect to the Senior First Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, during an Event of Default (as defined under the Second Priority Representatives Debt Documents), the Second Priority Representative and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this AgreementExcept as otherwise expressly provided herein, the Second Second-Priority Representatives and the Second Second-Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and Companies or any other Grantor Subsidiary of Holdings that has guaranteed the Second-Priority Obligations in accordance with the terms of the Second applicable Second-Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any Second Second-Priority Representative or any Second Second-Priority Debt Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under principal in respect of the Second Second-Priority Debt Documents Obligations so long as such receipt is not the direct or indirect result of the exercise by a Second any Second-Priority Representative or any Second Second-Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or enforcement in contravention of this Agreement of any Lien in respect of Second-Priority Obligations held by any of them. In the event any Second Second-Priority Representative or any Second Second-Priority Debt Secured Party becomes a judgment lien creditor in respect of Shared Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Second-Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior First-Priority Obligations on the same basis as the other Liens securing the Second Second-Priority Debt Obligations are so subordinated to such Liens securing Senior First-Priority Obligations under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First-Priority Collateral Agents or the Senior First-Priority Secured Parties may have with respect to the Senior First-Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Secured Parties may exercise rights and remedies as unsecured creditors against Holdings, the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Secured Party becomes a judgment lien Lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien Lien shall be subordinated to the Liens securing Senior Priority Obligations on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Priority Obligations under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Priority Representatives or the Senior Priority Secured Parties may have with respect to the Senior Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Representatives Agents and the Second Priority Debt Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company and Borrower or any other Grantor in accordance with the terms of the applicable Second Priority Debt Documents and applicable law so long as such rights and remedies do law, in each case to the extent not violate any express provision inconsistent with the provisions of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative Agent or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Second Priority Debt Documents principal so long as such receipt is not the direct or indirect result of (a) the exercise by a any Second Priority Representative Agent or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared CollateralCommon Collateral or (b) enforcement in contravention of this Agreement of any Lien on Common Collateral in respect of Second Priority Claims held by any of them. In the event any Second Priority Representative Agent or any Second Priority Debt Secured Party becomes a judgment lien creditor or other secured creditor in respect of Shared Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt ObligationsClaims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Obligations Lender Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations Lender Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Lien Agents or the Senior Secured Parties Lenders may have with respect to the Senior Lender Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Representative or any Second Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Representative or any Second Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.. SECTION 5.05

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Junior Representatives and the Second Junior Priority Debt Parties may exercise rights and remedies as unsecured creditors against the Company and any other Grantor or the Guarantors in accordance with the terms of the Second Junior Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Junior Representative or any Second Junior Priority Debt Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Junior Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority Junior Representative or any Second Junior Priority Debt Party of rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Second Priority Junior Representative or any Second Junior Priority Debt Party becomes a judgment lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Junior Priority Debt Obligations, such judgment lien shall be subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing the Second Junior Priority Debt 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 Representatives or the Senior Secured Parties may have with respect to the Senior Collateral.

Rights as Unsecured Creditors. (a) Notwithstanding anything to the contrary in this Agreement, each of the Second Priority Representatives Agent and the Second Priority Debt Parties Lenders may exercise rights and remedies as an unsecured creditors creditor against the Company and or any other Grantor Subsidiary that has guaranteed the Second Priority Claims in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do not violate any express provision of this Agreementlaw. Nothing in this Agreement shall prohibit the receipt by any the Second Priority Representative Agent or any Second Priority Debt Party Lenders of the required payments of principalinterest, premium, interestif any, fees and other amounts due under principal on the Second Priority Debt Documents Claims and related fees and expenses so long as such receipt is not the direct or indirect result of the exercise by a the Second Priority Representative Agent or any Second Priority Debt Party Lender of rights or remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by any of them in respect of Shared Collateralany First Priority Collateral (or received or paid in respect of any First Priority Collateral in the event of the occurrence of an Insolvency or Liquidation Proceeding with respect to a Grantor). In the event any the Second Priority Representative Agent or any Second Priority Debt Party Lender becomes a judgment lien creditor in respect of Shared First Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligationscreditor, such judgment lien shall be subordinated to the Liens securing Senior Obligations First Priority Claims on the same basis as the other Liens securing the Second Priority Debt Obligations Claims are so subordinated to such Liens securing Senior Obligations First Priority Claims under this Agreement. Nothing in this Agreement shall impair impairs or otherwise adversely affect affects any rights or remedies the Senior Representatives First Priority Agent or the Senior Secured Parties First Priority Lenders may have with respect to the Senior First Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Representatives and the Second Priority Debt Secured Parties may exercise rights and remedies as unsecured creditors against Holdings, the Company Borrower and any other Grantor in accordance with the terms of the Second Priority Debt Documents and applicable law so long as such rights and remedies do exercise is not violate inconsistent with any express provision of this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Priority Representative or any Second Priority Debt Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of the exercise by a Second Priority any Representative or any Second Priority Debt Secured Party of rights or remedies as a secured creditor in respect of Shared the Collateral. In the event any Second Priority Representative or any Second Priority Debt Secured Party becomes a judgment lien Lien creditor in respect of Shared Second Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Debt Obligations, such judgment lien Lien shall be subordinated to the Liens securing Senior Priority Obligations on the same basis as the other Liens securing the Second Priority Debt Obligations are so subordinated to such Liens securing Senior Priority Obligations under pursuant to this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any rights or remedies the Senior Priority Representatives or the Senior Priority Secured Parties may have with respect to the Senior Priority Collateral.