Common use of Rights as Unsecured Creditors Clause in Contracts

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement, the Second-Lien Collateral Agent and the other Second-Lien Creditors may exercise rights and remedies as unsecured creditors against Holdings, the Parent 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. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Lien Collateral Agent or any other Second-Lien Creditors of the required payments of interest and principal on the Second-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second-Lien Collateral Agent or any other Second-Lien Creditor of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. In the event the Second-Lien Collateral Agent or any other Second-Lien Creditor becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights 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 First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Collateral Agents 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, the Second-Second Lien Collateral Agent and the other Second-Lien Creditors may exercise rights and remedies as an unsecured creditors creditor against Holdings, the Parent Borrower Company or any other Grantor Pledgor that has guaranteed the Second-Second Lien Obligations in accordance with the terms of the Second-applicable Second Lien Loan Documents and applicable law. Except as otherwise set forth , in each case to the extent not inconsistent with the provisions of this Agreement, nothing . Nothing in this Agreement shall prohibit the receipt by the Second-Second Lien Collateral Agent or any other Second-Second Lien Creditors Secured Party of the required payments of interest and principal on the Second-Lien Obligations so long as such receipt is not the direct or indirect result of (a) the exercise by the Second-Second Lien Collateral Agent or any other Second-Lien Creditor of rights or remedies as a secured creditor in respect of any Common Collateral or other collateral securing any Second Lien Obligations or (including set-offb) or enforcement in contravention of this Agreement of any Lien held by in respect of any of themSecond Lien Obligations. In the event that the Second-Second Lien Collateral Agent or any other Second-Lien Creditor 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 its enforcement of its rights as an unsecured creditorcreditor 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 First-Liens securing 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 Collateral Agents Agent or the other First-any First Lien Creditors Secured Party may have with respect to the First-collateral securing any First Lien CollateralObligations.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement, the Second-Lien Collateral Agent and the other Second-Lien Creditors may exercise rights and remedies as unsecured creditors against Holdings, the Parent Borrower or any other Grantor that has guaranteed the Second-Lien Obligations in accordance with the terms of the Second-Lien Loan Notes Documents and applicable law. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Lien Collateral Agent or any other Second-Lien Creditors Creditor of the required payments of interest interest, premium and principal on the Second-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second-Lien Collateral Agent or any other Second-Lien Creditor of rights or remedies as a secured creditor (including set-offsetoff) or enforcement in contravention of this Agreement of any Lien held by any of them. In the event the Second-Lien Collateral Agent or any other Second-Lien Creditor becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights 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 Section 5.4 impairs or otherwise adversely affects any rights or remedies the First-Lien Collateral Agents 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, the Second-Lien Collateral Agent and the other Second-Lien Creditors may exercise rights and remedies as unsecured creditors against Holdings, the Parent Borrower or any other Grantor that has guaranteed the Second-Lien Obligations in accordance with the terms of the Second-Lien Loan Note Documents and applicable law. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Lien Collateral Agent or any other Second-Lien Creditors of the required payments of interest and principal on the Second-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second-Lien Collateral Agent or any other Second-Lien Creditor of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. In the event the Second-Lien Collateral Agent or any other Second-Lien Creditor becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights 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 First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Collateral Agents 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, the The Second-Lien Collateral Agent and the other Second-Lien Creditors may exercise rights and remedies as unsecured creditors against Holdings, the Parent Borrower or any other Grantor that has guaranteed the Second-Lien Obligations in accordance with the terms of the Second-Lien Loan Credit Documents and applicable law. Except as otherwise set forth in this Agreement, nothing Nothing in this Agreement shall prohibit the receipt by the Second-Lien Collateral Agent or any other Second-Lien Creditors of the required payments of interest and principal on the Second-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second-Lien Collateral Agent or any other Second-Lien Creditor of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. In the event the Second-Lien Collateral Agent or any other Second-Lien Creditor becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien Lien, insofar as such judgment Lien attaches to the Collateral, 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 First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Collateral Agents 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, the Second-Lien Collateral Agent Priority Representatives and the other Second-Lien Creditors Priority Secured Parties may exercise rights and remedies as an unsecured creditors creditor against Holdings, the Parent Borrower Company or any other Grantor Subsidiary of the Company that has guaranteed the Second-Lien Priority Obligations in accordance with the terms of the applicable Second-Lien Loan Priority Documents and applicable law. Except as otherwise set forth in this Agreement, nothing Nothing in this Agreement shall prohibit the receipt by the any Second-Lien Collateral Agent Priority Representative or any other Second-Lien Creditors Priority Secured Party of the required payments of interest and principal on the Second-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the any Second-Lien Collateral Agent Priority Representative or any other Second-Lien Creditor Priority Secured Party of rights or remedies as a secured creditor (including set-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. In the event the any Second-Lien Collateral Agent Priority Representative or any other Second-Lien Creditor Priority Secured Party becomes a judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditorcreditor 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 Agents 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 To the extent not inconsistent with the provisions of this Agreement, the Second-Lien Collateral Agent Priority Agents and the other Second-Lien Creditors Priority Secured Parties may exercise rights and remedies as unsecured creditors against Holdings, the Parent Borrower Company or any other Grantor Subsidiary that has guaranteed the Second-Lien Priority Obligations in accordance with the terms of the applicable Second-Lien Loan Priority Documents and applicable law. Except as otherwise set forth in this Agreement, nothing Nothing in this Agreement shall prohibit the receipt by the any Second-Lien Collateral Priority Agent or any other Second-Lien Creditors Priority Secured Party of the required payments of interest interest, principal, fees and principal on the Second-Lien Obligations other amounts so long as such receipt is not the direct or indirect result of the exercise by the any Second-Lien Collateral Priority Agent or any other Second-Lien Creditor Priority Secured Party of rights or remedies as a secured creditor (including set-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. In the event the any Second-Lien Collateral Priority Agent or any other Second-Lien Creditor Priority Secured Party becomes a judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditorcreditor in respect of Second-Priority Obligations, such judgment lien shall be subordinated to the Liens securing First-Priority Lien Obligations on the same basis as the other Liens securing the Second-Lien Obligations Priority Claims are so subordinated to such Liens securing First-Priority Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Collateral Agents Intercreditor Agent 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 Notwithstanding anything to the contrary in this Agreement, the Second-Lien Collateral Agent Priority Representatives and the other Second-Lien Creditors Priority Secured Parties may exercise rights and remedies as an unsecured creditors creditor against Holdings, the Parent Borrower or any other Grantor Subsidiary that has guaranteed the Second-Lien Priority Obligations in accordance with the terms of the applicable Second-Lien Loan Priority Documents and applicable law. Except as otherwise set forth in this Agreement, nothing Nothing in this Agreement shall prohibit the receipt by the any Second-Lien Collateral Agent Priority Representative or any other Second-Lien Creditors Priority Secured Party of the required payments of interest and principal on in respect of the Second-Lien Priority Obligations so long as such receipt is not the direct or indirect result of the exercise by the any Second-Lien Collateral Agent Priority Representative or any other Second-Lien Creditor Priority Secured Party of rights or remedies as a secured creditor (including set-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. In the event the any Second-Lien Collateral Agent Priority Representative or any other Second-Lien Creditor Priority Secured Party becomes a judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditorcreditor 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 Collateral Agents Priority 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, the Second-Lien Collateral Agent Trustee and the other Second-Lien Creditors may exercise rights and remedies as unsecured creditors against Holdings, the Parent Borrower or any other Grantor that has guaranteed the Second-Lien Obligations in accordance with the terms of the Second-Lien Loan Note Documents and applicable law. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Lien Collateral Agent Trustee or any other Second-Lien Creditors of the required payments of interest interest, principal, fees, costs and principal expenses on the Second-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second-Lien Collateral Agent Trustee or any other Second-Lien Creditor of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. In the event the Second-Lien Collateral Agent Trustee or any other Second-Lien Creditor becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights 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 First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Collateral Agents 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, the Second-Lien Collateral Priority Agent and the other Second-Lien Creditors Priority Secured Parties may exercise rights and remedies as an unsecured creditors creditor against Holdings, the Parent Borrower Company or any other Grantor Subsidiary of the Company that has guaranteed the Second-Lien Priority Obligations in accordance with the terms of the Second-Lien Loan Priority Documents and applicable law. Except as otherwise set forth in this Agreement, nothing Nothing in this Agreement shall prohibit the receipt by the Second-Lien Collateral Priority Agent or any other Second-Lien Creditors Priority Secured Party of the required payments of interest and principal on in respect of the Second-Lien Priority Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second-Lien Collateral Priority Agent or any other Second-Lien Creditor Priority Secured Party of rights or remedies as a secured creditor (including set-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. In the event the Second-Lien Collateral Priority Agent or any other Second-Lien Creditor Priority Secured Party becomes a judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditorcreditor 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 Collateral Agents Priority 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, the Second-Lien Collateral Agent Priority Representatives and the other Second-Lien Creditors Priority Secured Parties may exercise rights and remedies as an unsecured creditors creditor against Holdings, the Parent Borrower Companies or any other Grantor Subsidiary of the Companies that has guaranteed the Second-Lien Priority Obligations in accordance with the terms of the applicable Second-Lien Loan Priority Documents and applicable law. Except as otherwise set forth in this Agreement, nothing Nothing in this Agreement shall prohibit the receipt by the any Second-Lien Collateral Agent Priority Representative or any other Second-Lien Creditors Priority Secured Party of the required payments of interest and principal on the Second-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the any Second-Lien Collateral Agent Priority Representative or any other Second-Lien Creditor Priority Secured Party of rights or remedies as a secured creditor (including set-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. In the event the any Second-Lien Collateral Agent Priority Representative or any other Second-Lien Creditor Priority Secured Party becomes a judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditorcreditor 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 Agents 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, the Second-Lien Collateral Agent and the other Second-Lien Creditors may exercise rights and remedies as unsecured creditors against Holdings, the Parent Borrower or any other Grantor Subsidiary Guarantor that has guaranteed the Second-Lien Obligations in accordance with the terms of the Second-Lien Loan Credit Documents and applicable law. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Lien Collateral Agent or any other Second-Lien Creditors of the required payments of interest and principal on the Second-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second-Lien Collateral Agent or any other Second-Lien Creditor of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. In the event the Second-Lien Collateral Agent or any other Second-Lien Creditor becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights 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 First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Collateral Agents Agent or the other First-Lien Creditors may have with respect to the First-Lien Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in Section 2.1, Section 2.2, Section 3.1 and Section 6 of this Agreement, the Second-Second Lien Collateral Agent and the other Second-Second Lien Creditors Secured Parties may exercise rights and remedies as unsecured creditors against Holdings, the Parent Borrower or any other Grantor that has guaranteed the Second-Lien Obligations Pledgor Party in accordance with the terms of the Second-Second Lien Loan Notes Documents and applicable law; provided that in the event that any Second 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 with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) as the other Liens securing the Second Lien Obligations subject to this Agreement. Except as otherwise set forth in Section 2.1, Section 2.2, Section 3.1 and Section 6 of this Agreement, but subject to the terms of the First Lien Credit Agreement (including, without limitation, Section 6.11 thereof), nothing in this Agreement shall prohibit the receipt by the Second-Second Lien Collateral Agent or any other Second-Second Lien Creditors Secured Party of the required payments of interest and principal on the Second-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second-Second Lien Collateral Agent or any other Second-Second Lien Creditor Secured Party of rights or remedies as a secured creditor (including set-offsetoff) or enforcement in contravention of this Agreement of any Lien held by any of them. In the event the Second-Lien Collateral Agent or them and such receipt is not proceeds of any other Second-Lien Creditor becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights 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 First-Lien Obligations under this AgreementCollateral. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-First Lien Collateral Agents Agent or the other First-any First Lien Creditors Secured Party may have with respect to the First-Collateral or the Bank Separate Collateral. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Second Lien Collateral Agent or any Second Lien Secured Party may have with respect to the Notes Separate Collateral.

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement, the Second-First Lien Last Out Collateral Agent and the other Second-First Lien Last Out Creditors may exercise rights and remedies as unsecured creditors against Holdings, the Parent Borrower or any other Grantor that has guaranteed the Second-First Lien Last Out Obligations in accordance with the terms of the Second-First Lien Loan Last Out Note Documents and applicable law. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second-First Lien Last Out Collateral Agent or any other Second-First Lien Last Out Creditors of the required payments of interest and principal on the Second-First Lien Last Out Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second-First Lien Last Out Collateral Agent or any other Second-First Lien Last Out Creditor of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. In the event the Second-First Lien Last Out Collateral Agent or any other Second-First Lien Last Out Creditor becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subordinated to the Liens securing First-Lien Senior Obligations on the same basis as the other Liens securing the Second-First Lien Last Out Obligations are so subordinated to such First-Lien Senior Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Senior Collateral Agents or the other First-Lien Senior Creditors may have with respect to the First-Lien Senior Collateral.

Rights as Unsecured Creditors. (i) Except as otherwise expressly set forth in this Agreement, the Second-Lien Collateral ABL Agent and the other Second-Lien Creditors ABL Secured Parties may exercise rights and remedies as unsecured creditors against Holdings, the Parent Borrower Company or any other Grantor that has guaranteed the Second-Lien Obligations in accordance with the terms of the Second-Lien Loan ABL Documents to which the ABL Agent or such ABL Secured Parties are party and applicable law. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Lien Collateral ABL Agent or any other Second-Lien Creditors ABL Secured Parties of the required payments of interest interest, principal and principal on other amounts in respect of the Second-Lien ABL Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second-Lien Collateral ABL Agent or any other Second-Lien Creditor ABL Secured Party of rights or remedies as a secured creditor (including set-set 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. In the event the Second-Lien Collateral ABL Agent or any other Second-Lien Creditor ABL Secured Party becomes a judgment lien creditor in respect of Term Loan 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 First-Lien Obligations Term Loan Obligations, on the same basis as the other Liens on the Term Loan Priority Collateral securing the Second-Lien ABL Obligations are so subordinated to such First-Lien Term Loan Obligations under this Agreement. Nothing . (ii) Except as otherwise set forth in this Agreement, nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Collateral Agents Term Loan Security 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 AgreementNotwithstanding anything to the contrary contained herein, the Second-Lien Collateral Agent and the other Second-Lien Creditors may exercise rights and remedies as unsecured creditors against Holdingsagainst, the and may take other actions that may be asserted by unsecured creditors against, Parent 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. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Lien Collateral Agent or any other Second-Lien Creditors Creditor of the required payments of interest interest, premium and principal on the Second-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second-Lien Collateral Agent or any other Second-Lien Creditor of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of themthem (other than as against the ATA Collateral). In the event the Second-Lien Collateral Agent or any other Second-Lien Creditor becomes a judgment lien creditor in respect of Collateral (other than the ATA Collateral) as a result of its enforcement of its rights 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 First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Collateral Agents Agent or the other First-Lien Creditors may have with respect to the First-Lien Collateral (other than the ATA Collateral).

Rights as Unsecured Creditors. Except as otherwise set forth in this Agreement, the Second-Lien Collateral Agent and the other Second-Lien Creditors may exercise rights and remedies as unsecured creditors against Holdings, the Parent any 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. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second-Lien Collateral Agent or any other Second-Lien Creditors Creditor of the required payments of interest and principal on the Second-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second-Lien Collateral Agent or any other Second-Lien Creditor of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. In the event the Second-Lien Collateral Agent or any other Second-Lien Creditor becomes a judgment lien creditor in respect of Collateral as a result of its enforcement of its rights 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 First-Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Lien Collateral Agents Agent or the other First-Lien Creditors may have with respect to the First-Lien Collateral.