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 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 of itself and the Second-Lien Claimholdersor are otherwise not prohibited by) 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)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-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 in this Agreement (including Section 2.5 hereof)or inconsistent with the priorities set forth in this 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 Debt 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 creditor. Except as otherwise set forth in creditor with respect to the Second Lien Secured Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (and subject including in any event relation to any lien subordination provisions in the Second-First Lien Loan Agreement and Secured Obligations) as the other Second-Liens securing the Second Lien Loan Documents), nothing Secured Obligations are subject to this Agreement. Nothing in this Agreement shall prohibit or subordinate (whether before or after the receipt commencement of a Bankruptcy/Liquidation Proceeding) 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 premiums (if any) (x) if the Second-Discharge of First Lien Secured Obligations has occurred or (y) if the Discharge of First Lien Secured Obligations has not occurred so long as as, in the case of this clause (y), 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 Party of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupmentrecoupment or credit bidding (other than pursuant to the Permitted Second Lien Credit Bid Rights)) 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 Agreementthem. 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 Collateralhave.

Rights as Unsecured Creditors. (i) Except as otherwise set forth in this Agreement (including Section 2.5 hereof)Agreement, the Second-Lien ABL Facility Collateral Agent and the other Second-Lien Claimholders ABL Facility Secured Parties may exercise rights and remedies as unsecured creditors against the Borrower or any other Grantor in accordance with the terms of the Second-Lien Loan ABL Facility Documents to which it is a party and applicable law, it being agreed by law to the Second-Lien Agent (on behalf of itself and the Second-Lien Claimholders) extent that the waivers exercise of such rights and other agreements made herein by remedies is not inconsistent with the Second-Lien Agent (on behalf terms 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)Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Lien ABL Facility Collateral Agent or any ABL Facility Secured Parties of the required payments of interest, principal and other Second-Lien Claimholder amounts in respect of payments on the Second-Lien ABL Facility Obligations so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Lien ABL Facility Collateral Agent or any other Second-Lien Claimholder ABL Facility Secured Parties of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupmentset-off) in respect of the Term Loan Priority Collateral in contravention of this Agreement 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 ABL Facility Collateral Agent or any other Second-Lien Claimholder ABL Facility Secured Party becomes a judgment lien Lien creditor in respect of Term Loan Priority 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 Term Loan Obligations on the same basis as the other Liens on the Term Loan Priority Collateral securing the Second-Lien ABL Facility Obligations are so subordinated to such Liens securing First-Lien Term Loan Obligations under this Agreement. Nothing . (ii) Except as otherwise set forth in this Agreement (including under Sections 3.1(a)), nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Term Loan Collateral Agent or the other First-Lien Creditors Term Loan Secured Parties may have with respect to the First-Lien Term Loan 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 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 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 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 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 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 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 the applicable portion of the Common 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 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 Facility First Priority Collateral, or any rights or remedies the Term Loan/Cash Flow Revolver Agent or the Term Loan/Cash Flow Revolver Lenders may have with respect to the Term/Cash Flow Revolver Facility First Priority Collateral.

Rights as Unsecured Creditors. Except as otherwise expressly set forth in this Agreement (including Section 2.5 hereof)Agreement, the Second-Junior Lien Collateral Agent and the other Second-Junior 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 Junior Lien Obligations in accordance with the terms of the Second-applicable Junior 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-Junior Lien Collateral Agent or any other Second-Junior 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-Junior Lien Agent Collateral Agent, any Junior Lien Representative or any other Second-Junior 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 Junior Lien Obligations held by any of them or (ii) otherwise in contravention of this Agreementany Insolvency or Liquidation Proceeding. In the event the Second-Junior Lien Agent Collateral Agent, any Junior Lien Representative or any other Second-Junior 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 Junior 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-Junior Lien Obligations are so subordinated to such the First Priority 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 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), the Second-Lien a) The Second Priority Agent and the other Second-Lien Claimholders may exercise rights and remedies as unsecured creditors against any Grantor Second Priority Secured Parties may, in accordance with the terms of the Second-Lien Loan Second Priority Debt Documents and applicable law, it being agreed by enforce rights and exercise remedies against any Grantor as unsecured creditors; provided that no such action is otherwise inconsistent with the Second-Lien Agent (on behalf terms of itself and this Agreement. Without limiting 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 generality of the Second-Lien Claimholders) foregoing sentence, the Second Priority Secured Parties shall be entitled to prosecute litigation against any Grantor or any other Person liable in their capacity as an unsecured creditorrespect of the Second Priority Claims, notwithstanding whether any Standstill Period is then in effect, but shall be prohibited from taking any action to enforce any judgment until the lapse of any applicable Standstill Period. 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 Second Priority Agent or any other Second-Lien Claimholder Second Priority Secured Party of the required payments on of principal, premium, interest, fees and other amounts due under the Second-Lien Obligations Second Priority Debt Documents so long as such receipt is not (i) the direct or indirect result of the enforcement or exercise in contravention of this Agreement by the Second-Lien 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 (including any right of setoff) against Shared Collateral or enforcement in contravention of this Agreement of any Second Priority Lien against Shared Collateral (including setoff any judgment lien resulting from the exercise of remedies available to an unsecured creditor). (b) Each Person that holds Excess Claims may, in accordance with the terms of the agreements, instruments and other documents evidencing or recoupmentgoverning the Excess Claims and applicable law, enforce rights and exercise remedies against any Grantor as unsecured creditors; provided that no such action is otherwise inconsistent with the terms of this Agreement. Nothing in this Agreement shall prohibit the receipt by any such Person of the required payments of principal, premium, interest, fees and other amounts due under such agreements, instruments and other documents so long as such receipt is not the direct or indirect result of the enforcement or exercise in contravention of this Agreement by any such Person of rights or remedies as a secured creditor (including any right of setoff) against Shared Collateral or enforcement in contravention of this Agreement of any Lien held by against Shared Collateral that would constitute a First Priority Lien but for the fact that it purportedly secures any of them or Excess Claims (ii) otherwise in contravention of this Agreement. In the event the Second-Lien Agent or including any other Second-Lien Claimholder becomes a judgment lien creditor in respect resulting from the exercise of Collateral as a result of any enforcement of its rights, such judgment lien shall be subordinated remedies available 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 Collateralan unsecured creditor).

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof), the Second-The Junior Lien Agent Collateral Trustee and the other Second-Lien Claimholders Junior Priority Parties may exercise any rights and remedies as unsecured creditors they may have against the Borrower and any other Grantor in accordance with the terms of the Second-Lien Loan Junior Priority 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 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 Second-Junior Lien Agent Collateral Trustee or any other Second-Lien Claimholder Junior Priority Party of the required payments on of principal, premium, interest, fees, indemnities, expenses and other amounts due under the Second-Lien Obligations Junior Priority Debt Documents so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Junior Lien Agent Collateral Trustee or any other Second-Lien Claimholder Junior Priority 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-Junior Lien Agent Collateral Trustee or any other Second-Lien Claimholder Junior Priority 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 Junior Priority Obligations, such judgment lien shall be subordinated to the Liens securing First-Lien Senior Obligations and any DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second-Lien Junior Priority Obligations are so subordinated to such Liens securing First-Lien Senior Obligations under this Agreement. Nothing in this Agreement impairs shall impair or otherwise adversely affects affect any rights or remedies the First-Lien Agent or the other First-Lien Creditors Tenaska may have with respect to the First-Senior Collateral. For the avoidance of doubt, the terms of this Agreement govern the respective rights of Tenaska, the Junior Lien Collateral Trustee and the Junior Priority Parties in respect of the Shared Collateral. The Junior Lien Collateral Trustee and Junior Priority Parties shall be senior secured creditors in respect of the Other Collateral and may exercise any rights and remedies as secured or unsecured creditors they may have against the Borrower and any other Grantor in respect of the Other Collateral in accordance with the terms of the Junior Priority Debt Documents, the Junior Priority Collateral Documents, the Collateral Trust Agreement and applicable law.

Rights as Unsecured Creditors. Except as otherwise Subject to the restrictions set forth out in this Agreement (including Section 2.5 hereof)3.01, the Second-Lien Agent Second Priority Representatives, the Second Priority Secured Parties, the Senior Subordinated Priority Representatives and the other Second-Lien Claimholders Senior Subordinated Priority Parties may exercise rights and remedies as unsecured creditors against Holdings, a Notes Issuer, the Borrowers and any Grantor other Debtor in accordance with the terms of the Second-Lien Loan Second Priority Debt Documents and the Senior Subordinated Priority Debt Documents (as applicable) 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 creditor. Except as otherwise set forth in this Agreement (including any provision prohibiting or restricting the Second Priority Secured Parties or the Senior Subordinated Priority Parties from taking Enforcement Action and subject in any event to any lien subordination provisions in the Second-Lien Loan Agreement and the other Second-Lien Loan Documentsvarious actions or making various objections), nothing . Nothing in this Agreement shall prohibit the receipt by the Second-Lien Agent any Second Priority Representative, any Second Priority Secured Party, any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party of the required payments of principal, premium, interest, fees and other Second-Lien Claimholder of payments on amounts due under the Second-Lien Obligations Second Priority Debt Documents or the Senior Subordinated Priority Debt Documents (as applicable) so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Lien Agent a Second Priority Representative, any Second Priority Secured Party, any Senior Subordinated Priority Representative or any other Second-Lien Claimholder Senior Subordinated Priority Party (as applicable) of rights or remedies as a secured creditor with in 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 AgreementCollateral. In the event the Second-Lien Agent any Second Priority Representative, any Second Priority Secured Party, any Senior Subordinated Priority Representative or any other Second-Lien Claimholder Senior Subordinated Priority Party becomes a judgment lien Lien creditor in respect of Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor in respect of Second Priority Debt Obligations or Senior Subordinated Priority Debt Obligations (as applicable), such judgment lien Lien shall (x) in the case of any Second Priority Representative or any Second Priority Secured Party, be subordinated to the Liens securing First-Lien Senior Priority Obligations on the same basis as the other Liens securing the Second-Lien Second Priority Debt Obligations are so subordinated to such Liens securing First-Lien Senior Priority Obligations under this Agreement and (y) in the case of any Senior Subordinated Priority Representative or any Senior Subordinated Priority Party, be subordinated to the Liens securing Senior Priority Obligations and Second Priority Debt Obligations on the same basis as the other Liens securing the Senior Subordinated Priority Debt Obligations are so subordinated to such Liens securing Senior Priority Obligations and Second Priority Debt Obligations under this Agreement. Nothing in this Agreement impairs agreement shall impair or otherwise adversely affects affect any rights or remedies the First-Lien Agent Senior Priority Representatives or the other First-Lien Creditors Senior Priority Secured Parties may have with respect to the First-Lien Senior 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 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)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. (i) Except as otherwise set forth in this Agreement (including Section 2.5 hereof)Agreement, the Second-First Lien Security Agent and the other Second-First Lien Claimholders Secured Parties may exercise rights and remedies as unsecured creditors against the Company or any other Grantor in accordance with the terms of the Second-First Lien Loan Documents to which it is a party 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)Agreement, nothing in this Agreement shall prohibit the receipt by the Second-First Lien Security Agent or any First Lien Secured Parties of the required payments of interest, principal and other Second-Lien Claimholder amounts in respect of payments on the Second-First Lien Obligations so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-First Lien Security Agent or any other Second-First Lien Claimholder Secured Parties of rights or remedies as a secured creditor with respect to the Collateral (including setoff or recoupmentset off) in respect of the Revolving Facility Priority Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien on Revolving Facility Priority Collateral held by any of them or (ii) otherwise in contravention of this Agreementthem. In the event the Second-First Lien Security Agent or any other Second-First Lien Claimholder Secured Party becomes a judgment lien Lien creditor in respect of Revolving Facility Priority Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor, such judgment lien Lien shall be subordinated to the Liens securing First-Lien Revolving Facility Obligations on the same basis as the other Liens on the Revolving Facility Priority Collateral securing the Second-First Lien Obligations are so subordinated to such Liens securing First-Lien the Revolving Facility Obligations under this Agreement. (ii) Except as otherwise set forth in this Agreement, if any Additional Second Lien Obligations have been issued, the Second Lien Security Agent and the other Second Lien Secured Parties may exercise rights and remedies as unsecured creditors against the Company or any other Grantor in accordance with the terms of the Second Lien Documents to which it is a party and applicable law. Nothing Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second Lien Security Agent or any Second Lien Secured Parties of the required payments of interest, principal and other amounts in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Security Agent or any Second Lien Secured Parties of rights or remedies as a secured creditor (including set off) in respect of the Revolving Facility Priority Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien on the Revolving Facility Priority Collateral held by any of them. In the event the Second Lien Security Agent or any other Second Lien Secured Party becomes a judgment Lien creditor in respect of Revolving Facility Priority Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment Lien shall be subordinated to (x) the Liens securing Revolving Facility Obligations and (y) the Liens securing the First Lien Obligations, in each case, on the same basis as the other Liens on the Revolving Facility Priority Collateral securing the Second Lien Obligations are so subordinated to such Revolving Facility Obligations and such First Lien Obligations, respectively, under this Agreement. (iii) Except as otherwise set forth in this Agreement (including under Sections 4.1(a) and 4.2(a)), nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Revolving Facility Agent or the other First-Lien Creditors Revolving Facility Secured Parties may have with respect to the First-Lien Revolving Facility Priority Collateral.

Rights as Unsecured Creditors. LEGAL_US_E # 147945921.11 (a) Except as otherwise set forth in in, or as would otherwise be inconsistent with, this Agreement Agreement: (including Section 2.5 hereof), a) 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 that is obligated to pay or has guaranteed the Second Lien Obligations in accordance with the terms of the Second-Second Lien Loan Credit Documents and applicable law and (b) the Third Lien Collateral Agent and the Third Lien Secured Parties may exercise rights and remedies as unsecured creditors against any Grantor that is obligated to pay or has guaranteed 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 Claimholdersb) 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 Agreement, but subject in any event to any lien subordination provisions in the Second-terms of the First Lien Loan Agreement and the other Second-Lien Loan Credit Documents), nothing in this Agreement shall prohibit or subordinate (whether before or after the receipt occurrence of an Insolvency Proceeding) the receipt, or the right to receive, by the Second-Second Lien Collateral Agent or any other Second-Second Lien Claimholder Secured Parties of the required payments on the Second-Lien Obligations of interest, principal and premiums (if any) 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 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 held by any of them or (ii) otherwise in contravention any other violation by any of them of the express terms of this Agreement. In the event the Second-Second Lien Collateral Agent or any other Second-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 in respect of the Second Lien Obligations, such judgment lien Lien shall be subordinated become subject to the Liens securing First-terms of this Agreement for all purposes (in relation to the First Lien Obligations on the same basis Obligations) as the other Liens securing the Second-Second Lien Obligations are subject to this Agreement. (c) Except as otherwise set forth in this Agreement, but subject to the terms of the First Lien Credit Documents and the Second Lien Credit Documents, nothing in this Agreement shall prohibit or subordinate (whether before or after the occurrence of an Insolvency Proceeding) the receipt, or the right to receive, by the Third Lien Collateral Agent or any other Third Lien Secured Parties of the required payments of interest, principal and premiums (if any) so subordinated to long as such Liens securing Firstreceipt is not the direct or indirect result of the exercise by the Third Lien Collateral Agent or any other Third Lien Secured Parties of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien Obligations under held by any of them or any other violation by any of them of the express terms of this Agreement. Nothing In the event the Third Lien Collateral Agent or any Third Lien Secured Party becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of the Third Lien Obligations, such judgment Lien shall become subject to the terms of this Agreement impairs or otherwise adversely affects any rights or remedies for all purposes (in relation to the First-First Lien Agent or Obligations and the Second Lien Obligations) as the other First-Liens securing the Third Lien Creditors may have with respect Obligations are subject to the First-Lien Collateralthis Agreement.

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), a) Each of the Second-Lien Indenture Agent and the other Second-Lien Claimholders Indenture Holders may exercise rights and remedies as an unsecured creditors creditor against the Company or any other Grantor that has guaranteed the Indenture Obligations in accordance with the terms of the Second-Lien Loan Indenture 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 Indenture Agent or any other Second-Lien Claimholder Indenture Holders of the required payments of interest, premium, if any, and principal on the Second-Lien Indenture Obligations and related fees and expenses so long as such receipt is not (i) the direct or indirect result of the exercise by the Second-Lien Indenture Agent or any other Second-Lien Claimholder Indenture Holder 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 in respect of any Credit Facility Collateral (or received or paid in respect of any Credit Facility Priority Collateral in the event of the occurrence of an Insolvency or Liquidation Proceeding with respect to a Grantor, or in the event that the Company or any other Grantor is liquidating Credit Facility Priority Collateral not in the ordinary course of business and the Indenture Agent or the Indenture Holders receive the proceeds thereof (ii) otherwise in contravention other than proceeds received from the Company as payment of this Agreementregularly scheduled interest on the Notes)). In the event the Second-Lien Indenture Agent or any other Second-Lien Claimholder Indenture Holder becomes a judgment lien creditor in respect of Credit Facility Priority 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-Credit Facility Claims on the same basis as the other Liens securing the Indenture Obligations are so subordinated to such Credit Facility Claims under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Credit Facility Agent or the Credit Facility Claim Holders may have with respect to the Credit Facility Priority Collateral. (b) Each of the Credit Facility Agent and the Credit Facility Claim Holders may exercise rights and remedies as an unsecured creditor against the Company or any other Grantor that has guaranteed the Credit Facility Obligations in accordance with the terms of the Credit Facility Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the Credit Facility Agent or any Credit Facility Claim Holders of the required payments of interest, premium, if any, and principal on the Credit Facility Claims and related fees and expenses so long as such receipt is not the direct or indirect result of the exercise by the Credit Facility Agent or any Credit Facility Claim Holder of rights or remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by any of them in respect of any Indenture Priority Collateral (or received or paid in respect of any Indenture Priority Collateral in the event of the occurrence of an Insolvency or Liquidation Proceeding with respect to a Grantor, or in the event that the Company or any other Grantor is liquidating Indenture Priority Collateral not in the ordinary course of business and the Credit Facility Agent or the Credit Facility Claim Holders receive the proceeds thereof (other than proceeds received from the Company as payment of regularly scheduled interest on the Credit Facility Claims)). In the event the Credit Facility Agent or any Credit Facility Claim Holder becomes a judgment lien creditor in respect of Indenture Priority Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subordinated to the Liens securing Indenture Obligations on the same basis as the other Liens securing the Second-Lien Obligations Credit Facility Claims are so subordinated to such Liens securing First-Lien Indenture Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Indenture Agent or the other First-Lien Creditors Indenture Holders may have with respect to the First-Lien Indenture Priority Collateral.

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.

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 Claimholdersa) 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 Junior Agent or any other Second-Lien Claimholder Junior Lenders of the required payments on the Second-Lien Obligations of principal and interest so long as such receipt is not (i) such payment by the GenTek Obligors is made in accordance with the terms of the Senior Credit Agreement (as in effect as of the date hereof) and (ii) such receipt by the Junior Lenders is not the direct or indirect result of the exercise by the Second-Lien Junior Agent or any other Second-Lien Claimholder Junior Lender 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 them. The Junior Agent shall not be liable for determining in good faith that a payment received by it was made in compliance with the terms hereof and shall be under no obligation to determine if such payment is made in accordance with the terms of the Senior Credit Agreement; provided nothing herein shall limit the rights of the Senior Agent or the Senior Lenders against the Junior Lenders in the event any payment received by the Junior Agent and distributed to the Junior Lenders was not made in compliance herewith. (iib) otherwise Notwithstanding anything to the contrary in contravention of this Agreement, the Junior Agent and the Junior Lenders may exercise rights and remedies as an unsecured creditor against the GenTek Obligors in accordance with the terms of the Junior Lender Documents and applicable law. In the event the Second-Lien Junior Agent or any other Second-Lien Claimholder Junior Lender becomes a judgment lien creditor in respect of Shared 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 Senior Lender Claims on the same basis as the other Liens securing the Second-Lien Obligations Junior Lender 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 modifies any rights or remedies the First-Lien Senior Agent or any of the other First-Lien Creditors Senior Lenders may have with respect to the First-Lien Senior Lender Collateral.

Rights as Unsecured Creditors. (a) Except as otherwise set forth in this Agreement (including Section 2.5 hereof)Agreement, the Second-Second Lien Agent and the other Second-Second Lien Claimholders may exercise rights and remedies as unsecured creditors against Holdings, the Company, the Subsidiary Grantors or any other Grantor that has guaranteed the Second Lien Obligations in accordance with the terms of the Second-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 expressly set forth in this Agreement, in the First Lien Credit Agreement (and subject as in any event to any lien subordination provisions effect on the date hereof) or in the Second-Second Lien Loan Agreement and the other Second-Lien Loan Documents)Credit Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Second Lien Agent or any other Second-Second Lien Claimholder Claimholders of the required payments on the Second-Lien Obligations so long as of interest; provided, however, that such receipt is may not (i) be the direct or indirect result of the receipt by any Second Lien Claimholder of Collateral or proceeds of Collateral, or the exercise by the Second-Second Lien 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) set off or enforcement in contravention of this Agreement of any Lien held by any of them or them), until the Discharge of First Lien Obligations has occurred. (iib) otherwise in contravention of this Agreement. In the event the Second-Second Lien Agent or any other Second-Second Lien Claimholder becomes a judgment lien creditor in respect of Collateral as a result of any its enforcement of its rightsrights as an unsecured creditor or otherwise, such judgment 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-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 Claimholders may have with respect to the First-First Lien Collateral. In the event the Second Lien Agent or any Second Lien Claimholder becomes a judgment lien creditor in respect of property of the Company, any other Grantor or any Subsidiary and such property is not encumbered by a Lien securing the First Lien Obligations, the provisions of the last sentence of Section 2.3 and of Section 4.2 of this Agreement shall apply thereto.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement (including Section 2.5 hereof), the Second-Lien Agent a) 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 extent not inconsistent with or contrary to the provisions of this Agreement (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 creditorincluding 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 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 (1) 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 or (2) subject to the priorities and other provisions set forth in this Agreement (solely as between the Term Loan Secured Parties and the ABL Secured Parties), any rights or remedies the ABL Agent or the ABL Secured Parties may have with respect to the ABL Collateral, or any rights or remedies the Term Loan Agent or the Term Loan Secured Parties may have with respect to the Term Loan Collateral. (b) The Third Priority Agent and the Third Priority Secured Parties may exercise rights and remedies as an unsecured creditor against Parent, Holdings, the Borrower or any Subsidiary that has guaranteed the Third Priority Claims in accordance with the terms of the applicable Third Priority Documents and applicable law, in each case to the extent not inconsistent with or contrary to the provisions of this Agreement (including any provisions prohibiting or restricting any party from taking various actions or making various objections). The Notes Agent and each Notes Secured Party hereby agrees that receipt by any Third Priority Agent or any Third Priority Secured Party of payments of cash interest and principal (other than an increase in the principal amount as a result of the capitalization of interest) shall be expressly prohibited prior to the Discharge of Term Loan Obligations and the Discharge of ABL Obligations. In the event any Third Priority Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Third Priority Claims or otherwise, such judgment or other lien shall be subordinated to the Liens securing First Priority Claims and Liens securing Second Priority Claims on the same basis as the other Liens securing the Third Priority Claims are so subordinated to such Liens securing First Priority Claims and Liens securing Second Priority Claims under this Agreement.

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)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 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 (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 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), 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 Borrower, or any Grantor other Subsidiary of Holdings 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 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 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)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 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 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 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 Issuer or any Grantor Subsidiary of the Issuer 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)Agreement, 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 of interest and principal in respect of 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 respect to the Collateral (including setoff or recoupmentset-off) in respect of Common Collateral 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 (a) Notwithstanding anything to the contrary in this Agreement (including Section 2.5 hereof)Agreement, the Second-Lien Collateral Agent and the other Second-Lien Claimholders Trustee may exercise rights and remedies as an unsecured creditors creditor against any Grantor Telex in accordance with the terms of the Second-Lien Loan Noteholder 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 Collateral Agent, the Trustee or any other Second-Lien Claimholder Noteholder 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 Senior Lender Liens securing First-Lien Obligations on the same basis as the other Noteholder Liens securing the Second-Lien Obligations are so subordinated to such Senior Lender Liens securing First-Lien Obligations under this AgreementAgreement and the provisions of this Agreement shall apply to such judgment lien mutatis mutandi. Nothing in this Agreement impairs or otherwise adversely affects modifies any rights or remedies the First-Lien Agent or the other First-Lien Creditors Senior Lenders may have with respect to the First-Lien Senior Lender Collateral. (b) By executing this Agreement, the Collateral Agent and the Trustee acknowledge, and by accepting a Note, each Noteholder acknowledges, that the Senior Credit Agreement (i) prohibits Telex from making any offer to purchase or redeem or purchasing or redeeming any Notes in connection with an "Asset Disposition" or a "Change of Control" (each as defined in the Indenture) and from making any payment in connection therewith, and (ii) restricts the ability of Telex Communications, Inc. to pay dividends to Telex for the purposes of making interest payments on the Notes and prohibits Telex Communications, Inc. from paying dividends to Telex for the purpose of making principal payments on the Notes. (c) Notwithstanding anything to the contrary in this Agreement, the Agent and the Senior Lenders may exercise rights and remedies as an unsecured creditor against the Obligors in accordance with the terms of the Senior Lender Documents and applicable law.

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 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-Lien a) The Second Priority Agent and the other Second-Lien Claimholders may exercise rights and remedies as unsecured creditors against any Grantor Second Priority Secured Parties may, in accordance with the terms of the Second-Lien Loan Second Priority Debt Documents and applicable law, it being agreed by enforce rights and exercise remedies against any Grantor as unsecured creditors; provided that no such action is otherwise inconsistent with the Second-Lien Agent (on behalf terms of itself and this Agreement. Without limiting 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 generality of the Second-Lien Claimholders) foregoing sentence, the Second Priority Secured Parties shall be entitled to prosecute litigation against any Grantor or any other Person liable in their capacity as an unsecured creditorrespect of the Second Priority Claims, notwithstanding whether any Standstill Period is then in effect, but shall be prohibited from taking any action to enforce any judgment until the lapse of any applicable Standstill Period. 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 Second Priority Agent or any other Second-Lien Claimholder Second Priority Secured Party of the required payments on of principal, premium, interest, fees and other amounts due under the Second-Lien Obligations Second Priority Debt Documents so long as such receipt is not (i) the direct or indirect result of the enforcement or exercise by the Second-Lien Second Priority Agent or any other Second-Lien Claimholder Second Priority Secured Party of rights or remedies in contravention of this Agreement as a secured creditor with respect to the (including any right of setoff) against Collateral or enforcement in contravention of this Agreement of any Second Priority Lien against Collateral (including setoff any judgment lien resulting from the exercise of remedies available to an unsecured creditor). (b) Each Person that holds Excess Claims may, in accordance with the terms of the agreements, instruments and other documents evidencing or recoupmentgoverning the Excess Claims and applicable law, enforce rights and exercise remedies against any Grantor as unsecured creditors; provided that no such action is otherwise inconsistent with the terms of this Agreement. Nothing in this Agreement shall prohibit the receipt by any such Person of the required payments of principal, premium, interest, fees and other amounts due under such agreements, instruments and other documents so long as such receipt is not the direct or indirect result of the enforcement or exercise by any such Person of rights or remedies in contravention of this Agreement as a secured creditor (including any right of setoff) against Collateral or enforcement in contravention of this Agreement of any Lien held by against Collateral that would constitute a First Priority Lien but for the fact that it purportedly secures any of them or Excess Claims (ii) otherwise in contravention of this Agreement. In the event the Second-Lien Agent or including any other Second-Lien Claimholder becomes a judgment lien creditor in respect resulting from the exercise of Collateral as a result of any enforcement of its rights, such judgment lien shall be subordinated remedies available 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 Collateralan unsecured creditor).

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), 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 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-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.