Common use of Rights as Unsecured Creditors Clause in Contracts

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof), the Second-Lien Agent and the other Second-Lien Claimholders may exercise rights and remedies as unsecured creditors against any Grantor in accordance with the terms of the Second-Lien Loan Documents and applicable law, it being agreed by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing in this Agreement shall prohibit the receipt by the Second-Lien Agent or any other Second-Lien Claimholder of payments on the Second-Lien Obligations so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Lien Agent or any other Second-Lien Claimholder of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or (ii) otherwise in contravention of this Agreement. In the event the Second-Lien Agent or any other Second-Lien Claimholder becomes a judgment lien creditor in respect of Collateral as a result of any enforcement of its rights, such judgment lien shall be subordinated to the Liens securing First-Lien Obligations on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such Liens securing First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Agent or the other First-Lien Creditors may have with respect to the First-Lien Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof)Agreement, the Second-Lien Agent and the other Second-Lien Claimholders Secured Parties may exercise rights and remedies as unsecured creditors against the Borrower or any other Grantor that has guaranteed the Second-Lien Obligations in accordance with the terms of the Second-Lien Loan Documents and applicable law, it being agreed by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and law in each case in respect of the Second-Lien Claimholders) in unsecured portion of their capacity as an unsecured creditorclaim. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents)Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Lien Agent or any other Second-Lien Claimholder Secured Party of the required payments of interest, premium and principal on the Second-Lien Obligations so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Lien Agent or any other Second-Lien Claimholder Secured Party of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupmentset-off) or enforcement in contravention of this Agreement of any Lien held by any of them them; provided, however, that each Second-Lien Secured Party hereby agrees that, except as otherwise permitted by the First-Lien Credit Agreement, without the prior written consent of the First-Lien Agent, no Second-Lien Secured Party will take, demand or receive from a Grantor any prepayment of principal (iiwhether optional, voluntary, mandatory or otherwise or by redemption, defeasance or other payment or distribution) otherwise in contravention of this Agreementwith respect to the Second-Lien Obligations. In the event the Second-Lien Agent or any other Second-Lien Claimholder Secured Party becomes a judgment lien creditor in respect of Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor, such judgment lien shall be subordinated to the Liens securing First-Lien Obligations on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such Liens securing First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Agent or the other First-Lien Creditors Secured Parties may have with respect to the First-Lien Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth Notwithstanding anything to the contrary in this Agreement (including Section 2.5 hereof)Agreement, the Second-Parity Lien Agent Collateral Agent, the Trustee, any other agent, trustee or representative for Parity Lien Debt and the other Second-Lien Claimholders Noteholders may exercise rights and remedies as unsecured creditors against the Company any Grantor Subsidiary that has guaranteed the Parity Lien Claims in accordance with the terms of the Second-Parity Lien Loan Documents and applicable law, it being agreed by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by the Second-Parity Lien Agent Collateral Agent, the Trustee, any other agent, trustee or representative for Parity Lien Debt or any other Second-Lien Claimholder Noteholders of the required payments on the Second-Lien Obligations of interest and principal so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Trustee, any other agent, trustee or representative for Parity Lien Debt, the Parity Lien Collateral Agent or any other Second-Lien Claimholder Noteholder of rights or remedies as a secured creditor with in respect to the of Common Collateral (including setoff or recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or (ii) otherwise in contravention violation of this AgreementSection 3.01, 4.01, 4.02, 5.02 or 6.03. In the event the Second-Trustee, any other agent, trustee or representative for Parity Lien Debt, the Parity Lien Collateral Agent or any other Second-Lien Claimholder Noteholder becomes a judgment lien creditor in respect of Common Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Parity Lien Claims, such judgment lien shall be subordinated to the Liens securing First-Lien Obligations Senior Lender Claims on the same basis as the other Liens securing the Second-Parity Lien Obligations Claims are so subordinated to such Liens securing First-Lien Obligations Senior Lender Claims under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Agent or the other First-Lien Creditors Senior Lenders may have with respect to the First-Lien Common Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth Notwithstanding anything to the contrary in this Agreement (including Section 2.5 hereof)Agreement, the Second-Lien Agent Second Priority Agents and the other Second-Lien Claimholders Second Priority Lenders may exercise rights and remedies as an unsecured creditors creditor against Holdings, Mid-Holdings, the Borrower, any Grantor ABL Borrower or any Subsidiary that has guaranteed the Second Priority Claims in accordance with the terms of the Second-Lien Loan applicable Second Priority Documents and applicable law, it being agreed by in each case to the Second-Lien Agent (on behalf extent not inconsistent with the provisions of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditorthis Agreement. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Lender of the required payments on the Second-Lien Obligations of interest and principal so long as such receipt is not (i) the direct or indirect result of (a) the exercise by the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Lender of rights or remedies as a secured creditor with in respect to of that portion of the Common Collateral on which the Second Priority Agents and the Second Priority Lenders have a Second Priority Claim or (including setoff or recoupmentb) or 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 or (ii) otherwise in contravention of this Agreementthem. In the event the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Lender becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Second Priority Claims or otherwise, such judgment or other lien shall be subordinated to the Liens securing First-Lien Obligations First Priority Claims on the same basis as the other Liens securing the Second-Lien Obligations Second Priority Claims are so subordinated to such Liens securing First-Lien Obligations First Priority Claims under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Agent ABL Agents or the other First-Lien Creditors ABL Lenders may have with respect to the First-Lien 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. Except as otherwise set forth Notwithstanding anything to the contrary in this Agreement (including Section 2.5 hereof)Agreement, the Second-Lien Agent Priority Representatives and the other Second-Lien Claimholders Priority Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company or any Grantor Subsidiary of the Company that has guaranteed the Second-Priority Obligations in accordance with the terms of the applicable Second-Lien Loan Priority Documents and applicable law, it being agreed by the Second-Lien Agent so long as such rights and remedies do not violate (on behalf or are otherwise not prohibited by) an express provision of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditorthis Agreement. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by the any Second-Lien Agent Priority Representative or any other Second-Lien Claimholder Priority Secured Party of the required payments on the Second-Lien Obligations of interest and principal so long as such receipt is not (i) the direct or indirect result of the exercise by the any Second-Lien Agent Priority Representative or any other Second-Lien Claimholder Priority Secured Party of rights or remedies as a secured creditor with in respect to the of Common Collateral (including setoff or recoupment) or enforcement in contravention of this Agreement of any Lien in respect of Second-Priority Obligations held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the any Second-Lien Agent Priority Representative or any other Second-Lien Claimholder Priority Secured Party becomes a judgment lien creditor in respect of Common Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Second-Priority Obligations, such judgment lien shall be subordinated to the Liens securing First-Lien Priority Obligations on the same basis as the other Liens securing the Second-Lien Priority Obligations are so subordinated to such Liens securing First-Lien Priority Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Priority Collateral Agent or the other First-Lien Creditors Priority Secured Parties may have with respect to the First-Lien Priority Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof), the Second-The Applicable Second Lien Agent and the other Second-relevant Second Lien Claimholders Obligations Representatives may exercise rights and remedies as an unsecured creditors creditor against the Company or any Grantor other Pledgor that has guaranteed the Second Lien Obligations in accordance with the terms of the Second-applicable Second Lien Loan Obligations Documents and applicable law, it being agreed by in each case to the Second-Lien Agent (on behalf extent not inconsistent with, or prohibited by, the provisions of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditorthis Agreement. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by the Second-Applicable Second Lien Agent Agent, any Second Lien Obligations Representative or any other Second-Lien Claimholder of payments on the Second-Second Lien Obligations Secured Party of the required payments of interest and principal so long as such receipt is not (i) the direct or indirect result of (a) the exercise by the Second-Applicable Second Lien Agent or any other Second-Second Lien Claimholder Obligations Representative of rights or remedies as a secured creditor with in respect to the of any Common Collateral or other collateral securing any Second Lien Obligations (including setoff or recoupmentany right of set-off) or (b) enforcement in contravention of this Agreement of any Lien held by in respect of any of them or (ii) otherwise in contravention of this AgreementSecond Lien Obligations. In the event that the Second-Applicable Second Lien Agent or any other Second-Second Lien Claimholder Obligations Representative becomes a judgment lien creditor or other secured creditor in respect of any Common Collateral or other collateral securing any Second Lien Obligations as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of any Second Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing First-the First Lien Obligations on the same basis as the other Liens securing the Second-Second Lien Obligations are so subordinated to such Liens securing First-the First Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-that any First Lien Agent Obligations Representative or the other First-any First Lien Creditors Obligations Secured Party may have with respect to the First-collateral securing any First Lien CollateralObligations.

Rights as Unsecured Creditors. Except as otherwise expressly set forth in in, or barred by, this Agreement (including Section 2.5 hereof)Agreement, the Second-Second Lien Collateral Agent and the other Second-Second Lien Claimholders Secured Parties may exercise their rights and remedies remedies, if any, as an unsecured creditors creditor against the Borrower or any Grantor that has guaranteed the Second Lien Obligations in accordance with the terms of the Second-applicable Second Lien Loan Documents and applicable law, it being agreed by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by the Second-Second Lien Collateral Agent or any other Second-Second Lien Claimholder Secured Party of required payments on the Second-Lien Obligations of interest and principal so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Second Lien Collateral Agent or any other Second-Second Lien Claimholder Secured Party of rights or remedies as a secured creditor with in respect to the of Common Collateral (including setoff or recoupment) other collateral or enforcement in contravention of this Agreement of any Lien in respect of Second Lien Obligations held by any of them or (ii) otherwise in contravention of this Agreementany Insolvency or Liquidation Proceeding. In the event the Second-Second Lien Collateral Agent or any other Second-Second Lien Claimholder Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral, First Lien Collateral or other collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Second Lien Obligations or otherwise, such judgment lien or any other lien shall be (i) subordinated to the Liens securing First-First Lien Obligations on the same basis as the other Liens securing the Second-Second Lien Obligations are so subordinated to such the First Priority Liens securing First-First Lien 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 securing the Second Lien Obligations subject to this Agreement. Nothing in this Agreement impairs impairs, shall be construed to impair, or otherwise adversely affects any rights or remedies the First-First Lien Collateral Agent or the other First-First Lien Creditors Secured Parties may have with respect to the First-First Lien Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof)Agreement, the Second-Lien Collateral Agent and the other Second-Lien Claimholders Creditors may exercise rights and remedies as unsecured creditors against Holdings, the Borrower or any other Grantor that has guaranteed the Second-Lien Subordinated Obligations in accordance with the terms of the Second-Lien Loan Subordinated Notes Documents, the First-Lien Documents and applicable law, it being agreed by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in this Agreement (and subject in any event to any lien the subordination provisions in the Second-Lien Loan Agreement Subordinated Notes Indenture and the other Second-Lien Loan Subordinated Notes Documents), nothing in this Agreement shall prohibit the receipt by the Second-Lien Collateral Agent or any other Second-Lien Claimholder Creditor of the required payments of interest and principal on the Second-Lien Obligations Subordinated Obligations, so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Lien Collateral Agent or any other Second-Lien Claimholder Creditor of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupmentsetoff) or enforcement in contravention of this Agreement of any Lien held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the Second-Lien Collateral Agent or any other Second-Lien Claimholder Creditor becomes a judgment lien creditor in respect of Collateral as a result of any enforcement of its rights, such judgment lien shall be subordinated to the Liens securing First-Lien Obligations on the same basis as the other Liens securing the Second-Lien Subordinated Obligations are so subordinated to such Liens securing First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Collateral Agent or the other First-Lien Creditors may have with respect to the First-Lien Collateral. Each of the parties hereto hereby acknowledges and agrees that the rights of the Second-Lien Creditors to (i) receive payments of principal, interest and other amounts owing in respect of the Second-Lien Subordinated Obligations and (ii) exercise rights and remedies as creditors against the Borrower or any other Grantor that has guaranteed the Second-Lien Subordinated Obligations are further subject to the subordination provisions set forth in the Second-Lien Subordinated Notes Indenture and the other Second-Lien Subordinated Notes Documents.

Rights as Unsecured Creditors. Except as otherwise set forth Notwithstanding anything to the contrary in this Agreement (including Section 2.5 hereof)Agreement, the Second-Lien Agent Second Priority Agents and the other Second-Lien Claimholders Second Priority Lenders may exercise rights and remedies as an unsecured creditors creditor against Holdings, the Lead Borrower, the Canadian Borrowers (solely to the extent constituting a Grantor in respect of the Term Loan Obligations), the Additional US Borrowers, any Grantor other ABL Borrower or any Subsidiary that has guaranteed the Second Priority Claims in accordance with the terms of the Second-Lien Loan applicable Second Priority Documents and applicable law, it being agreed by in each case to the Second-Lien Agent (on behalf extent not inconsistent with the provisions of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditorthis Agreement. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Lender of the required payments on the Second-Lien Obligations of interest and principal so long as such receipt is not (i) the direct or indirect result of (a) the exercise by the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Lender of rights or remedies as a secured creditor with in respect to of that portion of the Common Collateral on which the Second Priority Agents and the Second Priority Lenders have a Second Priority Claim or (including setoff or recoupmentb) or 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 or (ii) otherwise in contravention of this Agreementthem. In the event the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Lender becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Second Priority Claims or otherwise, such judgment or other lien shall be subordinated to the Liens securing First-Lien Obligations First Priority Claims on the same basis as the other Liens securing the Second-Lien Obligations Second Priority Claims are so subordinated to such Liens securing First-Lien Obligations First Priority Claims under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien ABL Agent or the other First-Lien Creditors ABL Lenders may have with respect to the First-Lien 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. Except as otherwise set forth in this Agreement (including Section 2.5 hereof), the Second-The Third Lien Agent Collateral [Agent][Trustee] and the other Second-Third Lien Claimholders Parties may exercise their rights and remedies remedies, if any, as unsecured creditors they may have against the Borrower and any other Grantor in accordance with the terms of the Second-Third Lien Loan Debt Documents and applicable lawlaw so long as such rights and remedies do not violate, or are not otherwise inconsistent with, any provision of this Agreement (it being agreed by the Second-Lien Agent (on behalf understood that any express provision of itself this Agreement that requires any party hereto to act or refrain from acting shall be applicable to such party in its respective capacities as a secured creditor and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditor). Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by the Second-Third Lien Agent Collateral [Agent][Trustee] or any other Second-Third Lien Claimholder Party of the required payments on of principal, premium, interest, fees, indemnities, expenses and other amounts due under the Second-Third Lien Obligations Debt Documents so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-a Third Lien Agent Collateral [Agent][Trustee] or any other Second-Third Lien Claimholder Party of rights or remedies as a secured creditor with in respect to the of Shared Collateral (including setoff or recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or (ii) is not otherwise in contravention of this Agreementsubject to turnover pursuant to Section 4.02 or Section 6.03. In the event the Second-Third Lien Agent Collateral [Agent][Trustee] or any other Second-Third Lien Claimholder Party becomes a judgment lien creditor in respect of Shared Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Third Lien Obligations, such judgment lien shall be subordinated to the Liens securing First-Lien Priority Obligations and any DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second-Third Lien Obligations are so subordinated to such Liens securing First-Lien Priority Obligations under this Agreement. Nothing in this Agreement impairs shall impair or otherwise adversely affects affect any rights or remedies the First-Lien Agent Priority Agents or the other First-Lien Creditors Priority Secured Parties may have with respect to the First-First Lien Collateral or Second Lien Collateral, as applicable.

Rights as Unsecured Creditors. Except as otherwise set forth Notwithstanding anything to the contrary in this Agreement (including Section 2.5 hereof)Agreement, the Second-Lien Agent Second Priority Agents and the other Second-Lien Claimholders Second Priority Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Borrower or any Grantor in accordance with the terms of the Second-Lien Loan applicable Second Priority Documents and applicable law, it being agreed by in each case to the Second-Lien Agent (on behalf extent not inconsistent with the provisions of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditorthis Agreement. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Secured Party of the required payments on the Second-Lien Obligations of interest and principal so long as such receipt is not (i) the direct or indirect result of (a) the exercise in contravention of this Agreement by the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Secured Party of rights or remedies as a secured creditor with in respect to the of Common Collateral or other collateral or (including setoff or recoupmentb) or enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral or other collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Second Priority Claims or otherwise, such judgment or other lien shall be subordinated to the Liens securing First-Lien Obligations Senior Lender Claims on the same basis as the other Liens securing the Second-Lien Obligations Second Priority Claims are so subordinated subordi nated to such Liens securing First-Lien Obligations Senior 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 impairs or otherwise adversely affects any rights or remedies the First-First Lien Agent Agents or the other First-Lien Creditors Senior Lenders may have with respect to the First-Lien Senior Lender Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof)Agreement, the Second-Lien Collateral Agent and the other Second-Lien Claimholders may exercise rights and remedies as unsecured creditors against any Grantor in accordance with the terms of the Second-Lien Loan Notes Documents and applicable law, it being agreed by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement Notes Indenture and the other Second-Lien Loan Notes Documents), nothing in this Agreement shall prohibit the receipt by the Second-Lien Collateral Agent or any other Second-Lien Claimholder of regularly scheduled payments on of principal of, and regularly scheduled payments of interest on, the Second-Lien Obligations so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Lien Collateral Agent or any other Second-Lien Claimholder of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupmentsetoff) or enforcement in contravention of this Agreement of any Lien held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the Second-Lien Collateral Agent or any other Second-Lien Claimholder becomes a judgment lien creditor in respect of Collateral as a result of any enforcement of its rights, such judgment lien shall be subordinated to the Liens securing First-Lien Obligations on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such Liens securing First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Agent or the other First-Lien Creditors may have with respect to the First-Lien Collateral. Each of the parties hereto hereby acknowledges and agrees that the rights of the Second-Lien Claimholders to (i) receive payments of principal, interest and other amounts owing in respect of the Second-Lien Obligations and (ii) exercise rights and remedies as creditors against the Borrower or any other Grantor that has guaranteed the Second-Lien Obligations may be further subject to any subordination provisions set forth in the Second-Lien Notes Indenture and the other Second-Lien Notes Documents.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof), the Second-The First Lien Agent Representative and the other Second-First Lien Claimholders may exercise rights and remedies as unsecured creditors against any Grantor Secured Parties may, in accordance with the terms of the Second-First Lien Loan Documents and applicable law, it being agreed by enforce rights and exercise remedies against the Second-Lien Agent Borrower and any Guarantor that are available to unsecured creditors (on behalf of itself and the Second-Lien Claimholders) other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor or taking any other Enforcement Action);provided that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each no such action is in contravention of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in terms of this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documentsincluding Article VI hereof), nothing . Nothing in this Agreement shall prohibit the receipt by the Second-First Lien Agent Representative or any other Second-First Lien Claimholder Secured Party of the required payments on of principal, premium, interest, fees and other amounts due under the Second-First Lien Obligations Loan Documents so long as such receipt is not (i) the direct or indirect result of a distribution or recovery in any Insolvency or Liquidation Proceeding in contravention of this Agreement (but subject to Section 4.02), any Enforcement Action by the First Lien Representative or any other First Lien Secured Party in contravention of this Agreement or any other enforcement or exercise by the Second-First Lien Agent Representative or any other Second-First Lien Claimholder Secured Party of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupmentany right of setoff) in contravention of this Agreement or enforcement in contravention of this Agreement of any First Priority Lien held (including any judgment lien resulting from the exercise of remedies available to an unsecured creditor, to the extent such judgment lien applies to Collateral), with the First Lien Representative, on behalf of itself and the other First Lien Secured Parties, hereby agreeing that any amounts received by or distributed to any of them or (ii) otherwise First Lien Secured Party in contravention of this Agreement. In the event the Second-Lien Agent or any other Second-Lien Claimholder becomes a judgment lien creditor in respect of Collateral as a result of any enforcement of its rights, such judgment lien foregoing shall be subordinated subject to the Liens securing First-Lien Obligations on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such Liens securing First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Agent or the other First-Lien Creditors may have with respect to the First-Lien CollateralSection 4.02.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof), the Second-The Second Lien Agent Representative and the other Second-Second Lien Claimholders may exercise rights and remedies as unsecured creditors against any Grantor Secured Parties may, in accordance with the terms of the Second-Second Lien Loan Documents and applicable law, it being agreed by enforce rights and exercise remedies against the Second-Lien Agent Borrower and any Guarantor that are available to unsecured creditors (on behalf of itself and the Second-Lien Claimholders) other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor or taking any other Enforcement Action);provided that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each no such action is in contravention of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in terms of this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documentsincluding Article VI hereof), nothing . Nothing in this Agreement shall prohibit the receipt by the Second-Second Lien Agent Representative or any other Second-Second Lien Claimholder Secured Party of the required payments on of principal, premium, interest, fees and other amounts due under the Second-Second Lien Obligations Loan Documents so long as such receipt is not (i) the direct or indirect result of a distribution or recovery in any Insolvency or Liquidation Proceeding in contravention of this Agreement (but subject to Section 4.02), any Enforcement Action by the Second Lien Representative or any other Second Lien Secured Party in contravention of this Agreement or any other enforcement or exercise by the Second-Second Lien Agent Representative or any other Second-Second Lien Claimholder Secured Party of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupmentany right of setoff) in contravention of this Agreement or enforcement in contravention of this Agreement of any Second Priority Lien held (including any judgment lien resulting from the exercise of remedies available to an unsecured creditor, to the extent such judgment lien applies to Collateral), with the Second Lien Representative, on behalf of itself and the other Second Lien Secured Parties, hereby agreeing that any amounts received by or distributed to any of them or (ii) otherwise Second Lien Secured Party in contravention of this Agreement. In the event the Second-Lien Agent or any other Second-Lien Claimholder becomes a judgment lien creditor in respect of Collateral as a result of any enforcement of its rights, such judgment lien foregoing shall be subordinated subject to the Liens securing First-Lien Obligations on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such Liens securing First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Agent or the other First-Lien Creditors may have with respect to the First-Lien CollateralSection 4.02.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof), The Second-Priority Representatives and the Second-Lien Agent and the other Second-Lien Claimholders Priority Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Parent Borrower or any Grantor Subsidiary of the Parent Borrower that has guaranteed the Second-Priority Obligations in accordance with the terms of the applicable Second-Lien Loan Priority Documents and applicable law, it being agreed in each case to the extent not inconsistent with or prohibited by the Second-Lien Agent (on behalf provisions of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditorthis Agreement. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by any Second-Priority Representative or any Second-Priority Secured Party of the required payments of interest and principal in respect of the Second-Lien Agent or any other Second-Lien Claimholder of payments on the Second-Lien Priority Obligations so long as such receipt is not (i) the direct or indirect result of the exercise by the any Second-Lien Agent Priority Representative or any other Second-Lien Claimholder Priority Secured Party of rights or remedies as a secured creditor with in respect to the of Common Collateral (including setoff or recoupment) or enforcement in contravention of this Agreement of any Lien in respect of Second-Priority Obligations held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the any Second-Lien Agent Priority Representative or any other Second-Lien Claimholder Priority Secured Party becomes a judgment lien creditor in respect of Common Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Second-Priority Obligations, such judgment lien shall be subordinated to the Liens securing First-Lien Priority Obligations on the same basis as the other Liens securing the Second-Lien Priority Obligations are so subordinated to such Liens securing First-Lien Priority Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Priority Collateral Agent or the other First-Lien Creditors Priority Secured Parties may have with respect to the First-Lien Priority Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof), the Second-The Second Lien Agent Representative and the other Second-Second Lien Claimholders may exercise rights and remedies as unsecured creditors against any Grantor Secured Parties may, in accordance with the terms of the Second-Second Lien Loan Documents and applicable law, it being agreed by enforce rights and exercise remedies against the Second-Lien Agent Borrower and any Guarantor that are available to unsecured creditors (on behalf of itself and the Second-Lien Claimholders) other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Grantor or taking any other Enforcement Action); provided that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each no such action is in contravention of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in terms of this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documentsincluding Article VI hereof), nothing . Nothing in this Agreement shall prohibit the receipt by the Second-Second Lien Agent Representative or any other Second-Second Lien Claimholder Secured Party of the required payments on of principal, premium, interest, fees and other amounts due under the Second-Second Lien Obligations Loan Documents so long as such receipt is not (i) the direct or indirect result of a distribution or recovery in any Insolvency or Liquidation Proceeding in contravention of this Agreement (but subject to Section 4.02), any Enforcement Action by the Second Lien Representative or any other Second Lien Secured Party in contravention of this Agreement or any other enforcement or exercise by the Second-Second Lien Agent Representative or any other Second-Second Lien Claimholder Secured Party of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupmentany right of setoff) in contravention of this Agreement or enforcement in contravention of this Agreement of any Second Priority Lien held (including any judgment lien resulting from the exercise of remedies available to an unsecured creditor, to the extent such judgment lien applies to Collateral), with the Second Lien Representative, on behalf of itself and the other Second Lien Secured Parties, hereby agreeing that any amounts received by or distributed to any of them or (ii) otherwise Second Lien Secured Party in contravention of this Agreement. In the event the Second-Lien Agent or any other Second-Lien Claimholder becomes a judgment lien creditor in respect of Collateral as a result of any enforcement of its rights, such judgment lien foregoing shall be subordinated subject to the Liens securing First-Lien Obligations on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such Liens securing First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Agent or the other First-Lien Creditors may have with respect to the First-Lien CollateralSection 4.02.

Rights as Unsecured Creditors. Except as otherwise set forth Notwithstanding anything to the contrary in this Agreement Agreement, (including Section 2.5 hereof), a) the Second-Lien Agent Public Trustee and the Noteholders may exercise rights and remedies as unsecured creditors against Parent or any Subsidiary that has guaranteed the Noteholder Claims in accordance with the terms of the Noteholder Documents and applicable law and (b) the other Second-Second Lien Claimholders may exercise rights and remedies as unsecured creditors against Parent or any Grantor Guarantor Subsidiary in accordance with the terms of the Second-their Second Lien Loan Credit Documents and applicable law, it being agreed by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by the Second-Lien Agent Public Trustee or any other Second-Second Lien Claimholder Claimholders of the required payments on the Second-Lien Obligations of interest and principal so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Second Lien Agent Collateral Trustee or any other Second-Second Lien Claimholder Claimholders of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupmentset-off) or enforcement in contravention of this Agreement of any Lien held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the Second-Lien Agent Public Trustee or any other Second-Second Lien Claimholder Claimholders becomes a judgment lien creditor in respect of Common Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor, such judgment lien shall be subordinated to the Liens securing First-First Lien Obligations on the same basis as the other Liens securing the Second-Second Lien Obligations are so subordinated to such Liens securing First-First Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-First Lien Agent Claimholder Representative or the other First-First Lien Creditors Claimholders may have with respect to the First-First Lien Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth Notwithstanding anything to the contrary in this Agreement (including Section 2.5 hereof)Agreement, the Second-Lien Agent Priority Representatives and the other Second-Lien Claimholders Second- Priority Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company or any Grantor Subsidiary of the Company that has guaranteed the Second- Priority Obligations in accordance with the terms of the applicable Second-Lien Loan Priority Documents and applicable law, it being agreed by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by the any Second-Lien Agent Priority Representative or any other Second-Lien Claimholder Priority Secured Party of the required payments on the Second-Lien Obligations of interest and principal so long as such receipt is not (i) the direct or indirect result of the exercise by the any Second-Lien Agent Priority Representative or any other Second-Lien Claimholder Priority Secured Party of rights or remedies as a secured creditor with in respect to the of Common Collateral (including setoff or recoupment) or enforcement in contravention of this Agreement of any Lien in respect of Second-Priority Obligations held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the any Second-Lien Agent Priority Representative or any other Second-Lien Claimholder Priority Secured Party becomes a judgment lien creditor in respect of Common Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Second-Priority Obligations, such judgment lien shall be subordinated to the Liens securing First-Lien Priority Obligations on the same basis as the other Liens securing the Second-Lien Priority Obligations are so subordinated to such Liens securing First-Lien Priority Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Priority Collateral Agent or the other First-Lien Creditors First- Priority Secured Parties may have with respect to the First-Lien Priority Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in Section 3.1 of this Agreement (including but subject to the penultimate sentence of Section 2.5 hereof)3.1, the Second-Second Lien Collateral Agent and the other Second-Second Lien Claimholders may exercise rights and remedies as secured creditors as to the Non-Common Collateral and as unsecured creditors against any Grantor the Borrower in accordance with the terms of the Second-Lien Loan Documents MDS Security Agreement, the MDS Notes and applicable law, it being agreed by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditorLaw. Except as otherwise set forth in Section 3.1 of this Agreement (and subject in any event to any lien subordination provisions in Agreement, the Second-First Lien Loan Agreement Collateral Agent and the other Second-First Lien Loan Documents)Claimholders may exercise rights and remedies as secured creditors as to the Common Collateral and as unsecured creditors against the Borrower in accordance with the terms of the Laurus Security Agreement, the Ancillary Agreements referred to therein and applicable Law. Except as otherwise set forth in Section 3.1 of this Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Second Lien Collateral Agent or any other Second-Second Lien Claimholder of the required payments on of interest and principal and other amounts due in respect of the Second-Second Lien Obligations so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Second Lien Collateral Agent or any other Second-Second Lien Claimholder Claimholders of rights or remedies as a secured creditor with respect to against the Common Collateral (including setoff or recoupment) or enforcement in contravention of this Agreement, the MDS Security Agreement or the MDS Notes of any Lien held by any of them in the Common Collateral. Except as otherwise set forth in Section 3.1 of this Agreement, nothing in this Agreement shall prohibit the receipt by the First Lien Collateral Agent or (ii) otherwise any First Lien Claimholder of the required payments of interest and principal and other amounts due in respect of the First Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the First Lien Collateral Agent or any First Lien Claimholders of rights or remedies as a secured creditor against the Non-Common Collateral or enforcement in contravention of this Agreement. In , the event Laurus Security Agreement or the Second-Lien Agent or any other Second-Lien Claimholder becomes a judgment lien creditor in respect of Collateral as a result Ancillary Agreements referred to therein of any enforcement Lien held by any of its rights, such judgment lien shall be subordinated to them in the Liens securing FirstNon-Lien Obligations on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such Liens securing First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Agent or the other First-Lien Creditors may have with respect to the First-Lien Common Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth Notwithstanding anything to the contrary in this Agreement (including Section 2.5 hereof)Agreement, the Second-Lien Agent Second Priority Agents and the other Second-Lien Claimholders Second Priority Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Issuer or any Grantor in accordance with the terms of the Second-Lien Loan applicable Second Priority Documents and applicable law, it being agreed by in each case to the Second-Lien Agent (on behalf extent not inconsistent with the provisions of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditorthis Agreement. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Secured Party of the required payments on the Second-Lien Obligations of interest and principal so long as such receipt is not (i) the direct or indirect result of (a) the exercise in contravention of this Agreement by the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Secured Party of rights or remedies as a secured creditor with in respect to the of Common Collateral or other collateral, including any right of setoff, or (including setoff or recoupmentb) or enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral or other collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Second Priority Claims or otherwise, such judgment or other lien shall be subordinated to the Liens securing First-Lien Obligations Senior Lender Claims on the same basis as the other Liens securing the Second-Lien Obligations Second Priority Claims are so subordinated to such Liens securing First-Lien Obligations Senior 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 impairs or otherwise adversely affects any rights or remedies the First-First Lien Agent Agents or the other First-Lien Creditors Senior Lenders may have with respect to the First-Lien Senior Lender Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof)Agreement, the Second-Lien Collateral Agent, the Second-Lien Creditors, the Third-Lien Collateral Agent and the other SecondThird-Lien Claimholders Creditors may exercise rights and remedies as unsecured creditors against the Borrower or any Grantor Subsidiary Guarantor that has guaranteed (x) the Second-Lien Obligations in accordance with the terms of the Second-Lien Loan Note Documents and applicable law or, as the case may be, (y) the Third-Lien Obligations in accordance with the terms of the Third-Lien Credit Documents and applicable law, it being agreed by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing in this Agreement shall prohibit the receipt by either (x) the Second-Lien Collateral Agent or any other Second-Lien Claimholder Creditors of the required payments of interest and principal on the Second-Lien Obligations or (y) the Third-Lien Collateral Agent or any Third-Lien Creditors of the required payments of interest and principal on the Third-Lien Obligations so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Lien Collateral Agent or any other Second-Lien Claimholder Creditor or the Third-Lien Collateral Agent or any Third-Lien Creditor of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupmentset-off) or enforcement in contravention of this Agreement of any Lien held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the Second-Lien Collateral Agent or any other Second-Lien Claimholder Creditor or the Third-Lien Collateral Agent or any Third-Lien Creditor becomes a judgment lien creditor in respect of Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor, such judgment lien shall be subordinated to the Liens securing First-Lien Obligations (and in the case of any such judgment lien in favor of the Third-Lien Collateral Agent or any Third-Lien Creditors, same shall also be subordinated to the Liens securing the Second-Lien Obligations) on the same basis as the other Liens securing the Second-Lien Obligations or the Third-Lien Obligations, as the case may be, are so subordinated to such Liens securing the First-Lien Obligations (and the Second-Lien Obligations in the case of a judgment lien in favor of the Third-Lien Collateral Agent or any Third-Lien Creditors) under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Collateral Agent or the other First-Lien Creditors may have with respect to the First-Lien Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in Section 3.1 of this Agreement (including but subject to the penultimate sentence of Section 2.5 hereof)3.1, the Second-Second Lien Collateral Agent and the other Second-Second Lien Claimholders may exercise rights and remedies as secured creditors as to the Non-Common Collateral and as unsecured creditors against any Grantor the Borrower in accordance with the terms of the Second-Lien Loan Documents Agency Agreement, the Investor Notes and applicable law, it being agreed by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditorLaw. Except as otherwise set forth in Section 3.1 of this Agreement (and subject in any event to any lien subordination provisions in Agreement, the Second-First Lien Loan Agreement Collateral Agent and the other Second-First Lien Loan Documents)Claimholders may exercise rights and remedies as secured creditors as to the Common Collateral and as unsecured creditors against the Borrower in accordance with the terms of the Laurus Security Agreement, the Ancillary Agreements referred to therein and applicable Law. Except as otherwise set forth in Section 3.1 of this Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Second Lien Collateral Agent or any other Second-Second Lien Claimholder of the required payments on of interest and principal and other amounts due in respect of the Second-Second Lien Obligations so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Second Lien Collateral Agent or any other Second-Second Lien Claimholder Claimholders of rights or remedies as a secured creditor with respect to against the Common Collateral (including setoff or recoupment) or enforcement in contravention of this Agreement, the Agency Agreement or the Investor Notes of any Lien held by any of them in the Common Collateral. Except as otherwise set forth in Section 3.1 of this Agreement, nothing in this Agreement shall prohibit the receipt by the First Lien Collateral Agent or (ii) otherwise any First Lien Claimholder of the required payments of interest and principal and other amounts due in respect of the First Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the First Lien Collateral Agent or any First Lien Claimholders of rights or remedies as a secured creditor against the Non-Common Collateral or enforcement in contravention of this Agreement. In , the event Laurus Security Agreement or the Second-Lien Agent or any other Second-Lien Claimholder becomes a judgment lien creditor in respect of Collateral as a result Ancillary Agreements referred to therein of any enforcement Lien held by any of its rights, such judgment lien shall be subordinated to them in the Liens securing FirstNon-Lien Obligations on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such Liens securing First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Agent or the other First-Lien Creditors may have with respect to the First-Lien Common Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof)expressly provided for herein, or prohibited, the Second-Third Lien Agent Collateral [Agent][Trustee] and the other Second-Third Lien Claimholders Parties may exercise their rights and remedies remedies, if any, as unsecured creditors they may have against the Borrower and any other Grantor in accordance with the terms of the Second-Third Lien Loan Debt Documents and applicable lawlaw so long as such rights and remedies do not violate, it being agreed by the Second-Lien Agent (on behalf or are not otherwise inconsistent with, any provision of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditorthis Agreement. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by the Second-Third Lien Agent Collateral [Agent][Trustee] or any other Second-Third Lien Claimholder Party of the required payments on of principal, premium, interest, fees, indemnities, expenses and other amounts due under the Second-Third Lien Obligations Debt Documents so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-a Third Lien Agent Collateral [Agent][Trustee] or any other Second-Third Lien Claimholder Party of rights or remedies as a secured creditor with in respect to the of Shared Collateral (including setoff or recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or (ii) is not otherwise in contravention of this Agreementsubject to turnover pursuant to Section 4.02. In the event the Second-Third Lien Agent Collateral [Agent][Trustee] or any other Second-Third Lien Claimholder Party becomes a judgment lien creditor in respect of Shared Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Third Lien Obligations, such judgment lien shall be subordinated to the Liens securing First-Lien Priority Obligations and any DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second-Third Lien Obligations are so subordinated to such Liens securing First-Lien Priority Obligations under this Agreement. Nothing in this Agreement impairs shall impair or otherwise adversely affects affect any rights or remedies the First-Lien Agent Priority Agents or the other First-Lien Creditors Priority Secured Parties may have with respect to the First-First Lien Collateral or Second Lien Collateral, as applicable.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof)Agreement, the Second-each Second Lien Agent Representative and the other Second-Second Lien Claimholders Secured Parties may exercise rights and remedies as unsecured creditors against any Grantor that is obligated to pay or has guaranteed the Second Lien Secured Obligations in accordance with the terms of the Second-Second Lien Loan Documents and applicable lawany Requirements of Law; provided that in the event that any Second Lien Secured Party becomes a judgment Lien creditor or other secured creditor, it being agreed by the Second-Lien Agent (on behalf in each case, in respect of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf Collateral as a result of itself and the Second-Lien Claimholders) shall bind it (and each its enforcement of the Second-Lien Claimholders) in their capacity its rights as an unsecured creditorcreditor with respect to the Second Lien Secured Obligations, such judgment Lien on Collateral shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Secured Obligations) as the other Liens on Collateral securing the Second Lien Secured Obligations are subject to this Agreement. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents)Agreement, nothing in this Agreement shall prohibit or subordinate (whether before or after the receipt occurrence of Bankruptcy/Liquidation Proceedings) the receipt, or the right to receive, by the Second-Second Lien Agent Representatives or any other Second-Second Lien Claimholder Secured Parties of the required payments on of interest, principal and other amounts owed in respect of the Second-Second Lien Secured Obligations so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Second Lien Agent Representatives or any other Second-Second Lien Claimholder Secured Parties of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupmentset-off) or enforcement in contravention of this Agreement of any Lien on Collateral held by any of them or (ii) otherwise in contravention of this Agreement. In the event the Second-Lien Agent or any other Second-Lien Claimholder becomes a judgment lien creditor in respect of Collateral as a result and such receipt is not proceeds of any enforcement of its rights, such judgment lien shall be subordinated to the Liens securing First-Lien Obligations on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such Liens securing First-Lien Obligations under this AgreementCollateral. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-any First Lien Agent or the other First-Lien Creditors Secured Party may have with respect to the First-Lien Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof), the Second-Lien Agent The Second Priority Agents and the other Second-Lien Claimholders Second Priority Secured Parties may exercise rights and remedies as an unsecured creditors creditor against Holdings, the Borrower or any Grantor Subsidiary that has guaranteed the Second Priority Claims in accordance with the terms of the Second-Lien Loan applicable Second Priority Documents and applicable law, it being agreed by in each case to the Second-Lien Agent (on behalf extent not inconsistent with or contrary to the provisions of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditorthis Agreement including any provisions prohibiting or restricting any party from taking various actions or making various objections). Except as otherwise set forth in this Agreement (provided herein, including, without limitation, Sections 6.3, 6.4, 6.9 and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents)6.10, nothing in this Agreement shall prohibit the receipt by the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Secured Party of the required payments on the Second-Lien Obligations of interest and principal so long as such receipt is not (i) the direct or indirect result of (a) the exercise by the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Secured Party of rights or remedies as a secured creditor with respect to the Collateral (including setoff setoff) in respect of that portion of the Common Collateral on which the Second Priority Agents and the Second Priority Secured Party have a Second Priority Claim or recoupment(b) or enforcement in contravention of this Agreement or any Intercreditor Agreement among Bank of America, N.A. and CLMG Corp., dated as of May 7, 2019 AMERICAS 99686098 other applicable intercreditor agreement of any Lien in respect of Second Priority Claims held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the Second-Lien any Second Priority Agent or any other Second-Lien Claimholder Second Priority Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Second Priority Claims or otherwise, such judgment or other lien shall be subordinated to the Liens securing First-Lien Obligations First Priority Claims on the same basis as the other Liens securing the Second-Lien Obligations Second Priority Claims are so subordinated to such Liens securing First-Lien Obligations First Priority Claims under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien ABL Agent or the other First-Lien Creditors ABL Secured Parties may have with respect to the First-Lien ABL Priority Collateral, or any rights or remedies the Term Loan Agent or the Term Loan Secured Parties may have with respect to the Term Loan Priority Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof), the Second-The Subordinated Lien Agent Debt Representatives and the other Second-Subordinated Lien Claimholders Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company or any Grantor Subsidiary that has guaranteed the Subordinated Lien Claims in accordance with the terms of the Second-applicable Subordinated Lien Loan Debt Documents and applicable law, it being agreed by law except to the Second-Lien Agent (on behalf extent the exercise of itself such rights and remedies conflicts with the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise provisions set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan DocumentsSections 2.2, 2.3, 3.1(a), nothing 3.1(c), 4.2, 5.2, 6.1 through 6.11, 7.3, 8.5 and 8.21. Nothing in this Agreement shall prohibit the receipt by the Second-any Subordinated Lien Agent Debt Representative or any other Second-Subordinated Lien Claimholder Secured Party of the required payments on the Second-Lien Obligations of interest and principal so long as such receipt is not (i) the direct or indirect result in violation of the exercise by First Priority Lien Debt Documents as in effect as of the Second-Lien Agent date hereof or any other Second-Lien Claimholder of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or (ii) otherwise in contravention of this Agreement. In the event the Second-any Subordinated Lien Agent Debt Representative or any other Second-Subordinated Lien Claimholder Secured Party becomes a judgment lien creditor in respect of any assets of any Grantor that constitute First Priority Lien Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Subordinated Lien Claims, such judgment lien shall be subordinated to the Liens securing First-Lien Obligations First Priority Claims on the same basis as the other Liens securing the Second-Subordinated Lien Obligations Claims are so subordinated to such Liens securing First-Lien Obligations First Priority 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 granted to the Subordinated Lien Secured Parties. Nothing in this Section 5.4 or in any other provision of this Agreement impairs shall impair or otherwise adversely affects affect any rights or remedies that the First-First Priority Lien Agent Collateral Trustee or the other First-First Priority Lien Creditors Holders may have in any capacity with respect to the First-First Priority Lien Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in Section 2.1, Section 2.2, Section 3.1 and Section 6 of this Agreement (including Section 2.5 hereof)Agreement, the Second-Second Lien Collateral Agent and the other Second-Second Lien Claimholders Secured Parties may exercise rights and remedies as unsecured creditors against any Grantor in accordance with the terms of the Second-Second Lien Loan Documents and applicable law, it being agreed by the Second-Second Lien Collateral Agent (on behalf of itself and the Second-Second Lien ClaimholdersSecured Parties) that the waivers and other agreements made herein by the Second-Second Lien Collateral Agent (on behalf of itself and the Second-Second Lien ClaimholdersSecured Parties) with respect to Collateral shall bind it (and each of the Second-Second Lien ClaimholdersSecured Parties) in their capacity as an unsecured creditor. Except as otherwise set forth in Section 2.1, Section 2.2, Section 3.1 and Section 6 of this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents)Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Second Lien Collateral Agent or any other Second-Second Lien Claimholder Secured Party of the required payments on the Second-Lien Obligations of interest and principal so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Second Lien Collateral Agent or any other Second-Second Lien Claimholder Secured Party of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupmentsetoff) or enforcement in contravention of this Agreement of any Lien held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the Second-Second Lien Collateral Agent or any other Second-Second Lien Claimholder becomes a judgment lien creditor in respect of Collateral as a result of any enforcement of its rights, such judgment lien shall be subordinated to the Liens securing First-First Lien Obligations on the same basis as the other Liens securing the Second-Second Lien Obligations are so subordinated to such Liens securing First-First Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-First Lien Agent or the other First-First Lien Creditors may have with respect to the First-First Lien Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof)Agreement, the Second-Second Lien Collateral Agent and the other Second-Second Lien Claimholders may exercise rights and remedies as unsecured creditors against any Grantor in accordance with the terms of the Second-Second Lien Loan Documents and applicable law, it being agreed by the Second-Second Lien Collateral Agent (on behalf of itself and the Second-Second Lien Claimholders) that the waivers and other agreements made herein by the Second-Second Lien Collateral Agent (on behalf of itself and the Second-Second Lien Claimholders) shall bind it (and each of the Second-Second Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Second Lien Loan Agreement Notes Indenture and the other Second-Second Lien Loan Documents), nothing in this Agreement shall prohibit the receipt by the Second-Second Lien Collateral Agent or any other Second-Second Lien Claimholder of payments on the Second-Second Lien Obligations so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Second Lien Collateral Agent or any other Second-Second Lien Claimholder of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or (ii) otherwise in contravention of this Agreement. In the event the Second-Second Lien Collateral Agent or any other Second-Second Lien Claimholder becomes a judgment lien creditor in respect of Collateral as a result of any enforcement of its rights, such judgment lien shall be subordinated to the Liens securing First-First Lien Obligations on the same basis as the other Liens securing the Second-Second Lien Obligations are so subordinated to such Liens securing First-First Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-First Lien Agent or the other First-First Lien Creditors may have with respect to the First-First Lien Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth Notwithstanding anything to the contrary in this Agreement (including Section 2.5 hereof)Agreement, the Second-Lien Agent Priority Representatives and the other Second-Lien Claimholders Priority Secured Parties may exercise rights and remedies as an unsecured creditors creditor against Parent, CSL Capital, any other Grantor or any of their respective subsidiaries that has guaranteed the Second-Priority Obligations in accordance with the terms of the applicable Second-Lien Loan Priority Documents and applicable law, it being agreed by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in this Agreement (and subject in any event Subject to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents)Section 6.01, nothing in this Agreement shall prohibit the receipt by any Second-Priority Representative or any Second-Priority Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second-Lien Agent or any other Second-Lien Claimholder of payments on the Second-Lien Obligations Priority Documents so long as such receipt is not (i) the direct or indirect result of the exercise by the any Second-Lien Agent Priority Representative or any other Second-Lien Claimholder Priority Secured Party of rights or remedies as a secured creditor with in respect to the of Common Collateral (including setoff or recoupment) or enforcement in contravention of this Agreement of any Lien in respect of Second-Priority Obligations held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the any Second-Lien Agent Priority Representative or any other Second-Lien Claimholder Priority Secured Party becomes a judgment lien creditor in respect of Common Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Second-Priority Obligations, such judgment lien shall be subordinated to the Liens securing First-Lien Priority Obligations on the same basis as the other Liens securing the Second-Lien Priority Obligations are so subordinated to such Liens securing First-Lien Priority Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Designated First-Lien Agent Priority Representative or the other First-Lien Creditors Priority Secured Parties may have with respect to the First-Lien Priority Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof), the Second-The Applicable Junior Lien Agent and the other Second-relevant Junior Lien Claimholders Obligations Representatives may exercise rights and remedies as an unsecured creditors creditor against the Company or any Grantor other Pledgor that has guaranteed the Junior Lien Obligations in accordance with the terms of the Second-applicable Junior Lien Loan Obligations Documents and applicable lawlaw (including the Bankruptcy Laws of any applicable jurisdiction), it being agreed in each case to the extent not inconsistent with or prohibited by the Second-Lien Agent (on behalf provisions of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditorthis Agreement. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by the Second-Applicable Junior Lien Agent Agent, any Junior Lien Obligations Representative or any other Second-Lien Claimholder of payments on the Second-Junior Lien Obligations Secured Party of the required payments of interest and principal so long as such receipt is not (i) the direct or indirect result of (a) the exercise by the Second-Applicable Junior Lien Agent or any other Second-Junior Lien Claimholder Obligations Representative of rights or remedies as a secured creditor with in respect to the of any Common Collateral or other collateral securing any Junior Lien Obligations or (including setoff or recoupmentb) or enforcement in contravention of this Agreement of any Lien held by in respect of any of them or (ii) otherwise in contravention of this AgreementJunior Lien Obligations. In the event that the Second-Applicable Junior Lien Agent or any other Second-Junior Lien Claimholder Obligations Representative becomes a judgment lien creditor or other secured creditor in respect of any Common Collateral or other collateral securing any Junior Lien Obligations as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of any Junior Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing First-the First Lien Obligations on the same basis as the other Liens securing the Second-Junior Lien Obligations are so subordinated to such Liens securing First-the First Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-that any First Lien Agent Obligations Representative or the other First-any First Lien Creditors Obligations Secured Party may have with respect to the First-collateral securing any First Lien CollateralObligations.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof), the Second-The Second Lien Agent Agents and the other Second-Second Lien Claimholders Secured Parties may exercise rights and remedies as an unsecured creditors creditor against the Company or any Grantor in accordance with the terms of the Second-applicable Second Lien Loan Documents and applicable law, in each case to the extent such rights and remedies are not inconsistent with the express terms of this Agreement (it being understood and agreed by the Second-that if a Second Lien Agent (on behalf of itself and the Second-or a Second Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) Secured Party has agreed hereunder not to exercise a right or remedy in its capacity as a secured creditor, it shall bind it (and each of the Second-Lien Claimholders) also not be permitted to exercise such right or remedy in their its capacity as an unsecured creditor). Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents), nothing Nothing in this Agreement shall prohibit the receipt by the Second-any Second Lien Agent or any other Second-Second Lien Claimholder Secured Party of the required payments on the Second-Lien Obligations of interest and principal so long as such receipt is not (i) the direct or indirect result of (a) the exercise in contravention of this Agreement by the Second-any Second Lien Agent or any other Second-Second Lien Claimholder Secured Party of rights or remedies as a secured creditor with in respect to the of Collateral or other collateral or (including setoff or recoupmentb) or enforcement in contravention of this Agreement of any Lien on Collateral in respect of Second Lien Obligations held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the Second-any Second Lien Agent or any other Second-Second Lien Claimholder Secured Party becomes a judgment lien creditor or other secured creditor in respect of Collateral or other collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Second Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing First-First Lien Obligations on the same basis as the other Liens securing the Second-Second Lien Obligations are so subordinated to such Liens securing First-First Lien Obligations 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 Lien Obligations subject hereto. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-First Lien Agent Agents or the other First-First Lien Creditors Secured Parties may have with respect to the First-Collateral securing any First Lien CollateralObligations.

Rights as Unsecured Creditors. Except as otherwise set forth Notwithstanding anything to the contrary in this Agreement (including Section 2.5 hereof)Agreement, the Second-Lien Agent Priority Representatives and the other Second-Lien Claimholders Priority Secured Parties may exercise rights and remedies as an unsecured creditors creditor against Parent, CSL Capital, any other Grantor or any of their respective subsidiaries that has guaranteed the Second-Priority Obligations in accordance with the terms of the applicable Second-Lien Loan Priority Documents and applicable law, it being agreed by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in this Agreement (and subject in any event Subject to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents)Section 6.01, nothing in this Agreement shall prohibit the receipt by any Second-Priority Representative or any Second-Priority Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Second-Lien Agent or any other Second-Lien Claimholder of payments on the Second-Lien Obligations Priority Documents so long as such receipt is not (i) the direct or indirect result of the exercise by the any Second-Lien Agent Priority Representative or any other Second-Lien Claimholder Priority Secured Party of rights or remedies as a secured creditor with in respect to the of Common Collateral (including setoff or recoupment) or enforcement in contravention of this Agreement of any Lien in respect of Second-Priority Obligations held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the any Second-Lien Agent Priority Representative or any other Second-Lien Claimholder Priority Secured Party becomes a judgment lien creditor in respect of Common Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Second-Priority Obligations, such judgment lien shall be subordinated to the Liens securing First-Lien Priority Obligations on the same basis as the other Liens securing the Second-Lien Priority Obligations are so subordinated to such Liens securing First-Lien Priority Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Designated First-Lien Agent Priority Representative or the other First-Lien Creditors Priority Secured Parties may have with respect to the First-Lien Priority Collateral.. 22 Section 5.05. Designated First-Priority Representative as Gratuitous Bailee/Agent for Perfection. 23 Section 5.06. Designated Second-Priority Representative as Gratuitous Bailee/Agent for Perfection. 25

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof)Subject to the term of the Second-Priority Indenture, the Second-Lien Agent Priority Representative and the other Second-Lien Claimholders Priority Secured Parties may exercise rights and remedies as unsecured creditors against the Issuers or any other Grantor that has guaranteed the Second-Priority Obligations in accordance with the terms of the Second-Lien Loan Priority Documents, including the acceleration of any Indebtedness or other obligations owing under the Second-Priority Documents or the demand for payment under the guarantee in respect thereof, in each case in accordance with the terms of the applicable Second-Priority Documents and applicable law, it being agreed by law and not otherwise inconsistent with the Second-Lien Agent (on behalf terms of itself and this Agreement. Subject to the Second-Lien Claimholders) that the waivers and other agreements made herein by the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) shall bind it (and each term of the Second-Lien Claimholders) in their capacity as an unsecured creditor. Except as otherwise set forth in this Agreement (and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documents)Priority Indenture, nothing in this Agreement shall prohibit the receipt by the any Second-Lien Agent Priority Representative or any other Second-Lien Claimholder Priority Secured Party of the required payments on the Second-Lien Obligations of interest and principal so long as such receipt is not (i) the direct or indirect result of (a) the exercise by the any Second-Lien Agent Priority Representative or any other Second-Lien Claimholder Priority Secured Party of rights or remedies as a secured creditor with in respect to of Common Collateral or other collateral or (b) the Collateral (including setoff or recoupment) or enforcement in contravention of this Agreement of any Lien in respect of Second-Priority Liens held by any of them or (ii) otherwise in contravention of this Agreement. In the event the Second-Lien Agent or any other Second-Lien Claimholder becomes a judgment lien creditor in respect of Collateral as a result of any enforcement of its rights, such judgment lien shall be subordinated to the Liens securing First-Lien Obligations on the same basis as the other Liens securing the Second-Lien Obligations are so subordinated to such Liens securing First-Lien Obligations under this Agreementthem. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Agent Priority Representative or the other First-Lien Creditors Priority Secured Parties may have with respect to the First-Lien Priority Collateral. Notwithstanding anything herein to the contrary, nothing in this Agreement shall impair or otherwise adversely affect the rights or remedies the First-Priority Representative or the other First-Priority Secured Parties may have pursuant to the subordination provisions in the Second-Priority Indenture or any other Second-Priority Document. In the event of any conflict between this Agreement and such subordination provisions, any such conflict shall be interpreted in favor of the First-Priority Secured Parties as granting them the maximum rights and recovery available under such subordination provisions and this Agreement.