Common use of Rights as Unsecured Creditors Clause in Contracts

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Agents and the Second Priority Secured Parties may exercise rights and remedies as an unsecured creditor against the Borrowers or any Grantor in accordance with the terms of the applicable Second Priority Documents and applicable law, in each case to the extent not in contravention of the provisions of this Agreement. Except as specifically set forth in Sections 3.1, nothing in this Agreement shall prohibit the receipt by any Second Priority Agent or any Second Priority Secured Party of the required payments of interest, principal, the Applicable Prepayment Premium and other premiums, fees, expenses and other amounts due under the Second Priority Documents so long as such receipt is not the direct or indirect result of (a) any exercise by any Second Priority Agent or any Second Priority Secured Party of rights, powers or remedies as a secured creditor in respect of Common Collateral or (b) enforcement of any Lien in respect of Second Priority Claims held by any of them or any other action or failure to take any action in contravention of this Agreement. In the event any Second Priority Agent or any Second 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 Second Priority Claims or otherwise, such judgment or other lien shall be deemed a Second Priority Lien hereunder and be subordinated to the Liens securing Senior Claims on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior Claims under this Agreement. Except as specifically set forth in this Agreement, nothing in this Agreement impairs or otherwise adversely affects any rights, powers or remedies (x) any Senior Agent or the Senior Secured Parties may have with respect to the Senior Collateral or (y) any Second Priority Agent or the Second Priority Secured Parties may have with respect to the Second Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Second-Priority Agents Representatives and the Second Second-Priority Secured Parties may exercise rights and remedies as an unsecured creditor against the Borrowers Parent, CSL Capital, any other Grantor or any Grantor of their respective subsidiaries that has guaranteed the Second-Priority Obligations in accordance with the terms of the applicable Second Second-Priority Documents and applicable law, in each case . Subject to the extent not in contravention of the provisions of this Agreement. Except as specifically set forth in Sections 3.1Section 6.01, nothing in this Agreement shall prohibit the receipt by any Second Second-Priority Agent Representative or any Second Second-Priority Secured Party of the required payments of principal, premium, interest, principal, the Applicable Prepayment Premium and other premiums, fees, expenses fees and other amounts due under the Second Second-Priority Documents so long as such receipt is not the direct or indirect result of (a) any the exercise by any Second Second-Priority Agent Representative or any Second Second-Priority Secured Party of rights, powers rights or remedies as a secured creditor in respect of Common Collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Second-Priority Claims Obligations held by any of them or any other action or failure to take any action in contravention of this Agreementthem. In the event any Second Second-Priority Agent Representative or any Second Second-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 Second Second-Priority Claims or otherwiseObligations, such judgment or other lien shall be deemed a Second Priority Lien hereunder and be subordinated to the Liens securing Senior Claims First-Priority Obligations on the same basis as the other Liens securing the Second Second-Priority Claims Obligations are so subordinated to such Liens securing Senior Claims First-Priority Obligations under this Agreement. Except as specifically set forth in this Agreement, nothing Nothing in this Agreement impairs or otherwise adversely affects any rights, powers rights or remedies (x) any Senior Agent the Designated First-Priority Representative or the Senior Secured Parties may have with respect to the Senior Collateral or (y) any Second Priority Agent or the Second First-Priority Secured Parties may have with respect to the Second First-Priority Collateral.. 22 Section 5.05. Designated First-Priority Representative as Gratuitous Bailee/Agent for Perfection. 23 Section 5.06. Designated Second-Priority Representative as Gratuitous Bailee/Agent for Perfection. 25

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Agents The Applicable Junior Lien Agent and the Second Priority Secured Parties relevant Junior Lien Obligations Representatives may exercise rights and remedies as an unsecured creditor against the Borrowers Company or any Grantor other Pledgor that has guaranteed the Junior Lien Obligations in accordance with the terms of the applicable Second Priority Junior Lien Obligations Documents and applicable lawlaw (including the Bankruptcy Laws of any applicable jurisdiction), in each case to the extent not in contravention of inconsistent with or prohibited by the provisions of this Agreement. Except as specifically set forth in Sections 3.1, nothing Nothing in this Agreement shall prohibit the receipt by the Applicable Junior Lien Agent, any Second Priority Agent Junior Lien Obligations Representative or any Second Priority other Junior Lien Obligations Secured Party of the required payments of interest, principal, the Applicable Prepayment Premium interest and other premiums, fees, expenses and other amounts due under the Second Priority Documents principal so long as such receipt is not the direct or indirect result of (a) any the exercise by any Second Priority the Applicable Junior Lien Agent or any Second Priority Secured Party Junior Lien Obligations Representative of rights, powers rights or remedies as a secured creditor in respect of any Common Collateral or other collateral securing any Junior Lien Obligations or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Priority Claims held by any of them or any other action or failure to take any action in contravention of this AgreementJunior Lien Obligations. In the event any Second Priority that the Applicable Junior Lien Agent or any Second Priority Secured Party Junior Lien Obligations Representative becomes a judgment lien creditor or other secured creditor in respect of any Common Collateral or other collateral securing any Junior Lien Obligations as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Claims any Junior Lien Obligations or otherwise, such judgment or other lien shall be deemed a Second Priority Lien hereunder and be subordinated to the Liens securing Senior Claims the First Lien Obligations on the same basis as the other Liens securing the Second Priority Claims Junior Lien Obligations are so subordinated to such Liens securing Senior Claims the First Lien Obligations under this Agreement. Except as specifically set forth in this Agreement, nothing Nothing in this Agreement impairs or otherwise adversely affects any rights, powers rights or remedies (x) that any Senior Agent First Lien Obligations Representative or the Senior any First Lien Obligations Secured Parties Party may have with respect to the Senior Collateral or (y) collateral securing any Second Priority Agent or the Second Priority Secured Parties may have with respect to the Second Priority CollateralFirst Lien Obligations.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Agents The Third Lien Collateral [Agent][Trustee] and the Second Priority Secured other Third Lien Parties may exercise their rights and remedies remedies, if any, as an unsecured creditor creditors they may have against the Borrowers or Borrower and any other Grantor in accordance with the terms of the applicable Second Priority Third Lien Debt Documents and applicable lawlaw so long as such rights and remedies do not violate, in each case to the extent or are not in contravention of the provisions otherwise inconsistent with, any provision of this AgreementAgreement (it being understood that any express provision of this Agreement that requires any party hereto to act or refrain from acting shall be applicable to such party in its respective capacities as a secured creditor and as an unsecured creditor). Except as specifically set forth in Sections 3.1, nothing Nothing in this Agreement shall prohibit the receipt by any Second Priority Agent the Third Lien Collateral [Agent][Trustee] or any Second Priority Secured other Third Lien Party of the required payments of principal, premium, interest, principalfees, the Applicable Prepayment Premium and other premiums, feesindemnities, expenses and other amounts due under the Second Priority Third Lien Debt Documents so long as such receipt is not the direct or indirect result of (a) any the exercise by any Second Priority Agent a Third Lien Collateral [Agent][Trustee] or any Second Priority Secured other Third Lien Party of rights, powers rights or remedies as a secured creditor in respect of Common Shared Collateral or (b) enforcement of any Lien in respect of Second Priority Claims held by any of them or any other action or failure to take any action in contravention of this AgreementAgreement or is not otherwise subject to turnover pursuant to Section 4.02 or Section 6.03. In the event any Second Priority Agent the Third Lien Collateral [Agent][Trustee] or any Second Priority Secured other Third Lien Party becomes a judgment lien creditor or other secured creditor in respect of Common Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Claims or otherwiseThird Lien Obligations, such judgment or other lien shall be deemed a Second Priority Lien hereunder and be subordinated to the Liens securing Senior Claims Priority Obligations and any DIP Financing (and all obligations relating thereto) on the same basis as the other Liens securing the Second Priority Claims Third Lien Obligations are so subordinated to such Liens securing Senior Claims Priority Obligations under this Agreement. Except as specifically set forth in this Agreement, nothing Nothing in this Agreement impairs shall impair or otherwise adversely affects affect any rights, powers rights or remedies (x) any Senior Agent the Priority Agents or the Senior Secured Parties may have with respect to the Senior Collateral or (y) any Second Priority Agent or the Second other Priority Secured Parties may have with respect to the First Lien Collateral or Second Priority Lien Collateral, as applicable.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second The Second-Priority Agents Representatives and the Second Second-Priority Secured Parties may exercise rights and remedies as an unsecured creditor against the Borrowers Company or any Grantor Subsidiary of the Company that has guaranteed the Second-Priority Obligations in accordance with the terms of the applicable Second Second-Priority Documents and applicable law, in each case to the extent so long as such rights and remedies do not in contravention of the provisions violate (or are otherwise not inconsistent with) an express provision of this Agreement. Except as specifically set forth in Sections 3.1, nothing Nothing in this Agreement shall prohibit the receipt by any Second Second-Priority Agent Representative or any Second Second-Priority Secured Party of the required payments of interest, principal, the Applicable Prepayment Premium and other premiums, fees, expenses and expenses, indemnities or other amounts due payable under the Second any Second-Priority Documents Document so long as such receipt is not the direct or indirect result of (a) any the exercise by any Second Second-Priority Agent Representative or any Second Second-Priority Secured Party of rights, powers rights or remedies as a secured creditor in respect of Common Collateral or (b) enforcement in contravention of this Agreement of any Lien in respect of Second Second-Priority Claims Obligations held by any of them or any other action or failure to take any action in contravention of this Agreementthem. In the event any Second Second-Priority Agent Representative or any Second Second-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 Second Second-Priority Claims or otherwiseObligations, such judgment or other lien shall be deemed a Second Priority Lien hereunder and be subordinated to the Liens securing Senior Claims First-Priority Obligations on the same basis as the other Liens securing the Second Second-Priority Claims Obligations are so subordinated to such Liens securing Senior Claims First-Priority Obligations under this Agreement. Except as specifically set forth in this Agreement, nothing Nothing in this Agreement impairs or otherwise adversely affects any rights, powers rights or remedies (x) any Senior Agent the First-Priority Representatives or the Senior Secured Parties may have with respect to the Senior Collateral or (y) any Second Priority Agent or the Second First-Priority Secured Parties may have with respect to the Second First-Priority Collateral.

Rights as Unsecured Creditors. (a) Notwithstanding anything to the contrary in this Agreement, each of the Second Priority Agents Agent and the Second Priority Secured Parties Lenders may exercise rights and remedies as an unsecured creditor against the Borrowers Company or any Grantor Subsidiary that has guaranteed the Second Priority Claims in accordance with the terms of the applicable Second Priority Documents and applicable law, in each case to the extent not in contravention of the provisions of this Agreement. Except as specifically set forth in Sections 3.1, nothing Nothing in this Agreement shall prohibit the receipt by any the Second Priority Agent or any Second Priority Secured Party Lenders of the required payments of interest, principalpremium, the Applicable Prepayment Premium if any, and other premiums, fees, expenses and other amounts due under principal on the Second Priority Documents Claims and related fees and expenses so long as such receipt is not the direct or indirect result of (a) any the exercise by any the Second Priority Agent or any Second Priority Secured Party Lender of rights, powers rights or remedies as a secured creditor or enforcement in respect contravention of Common Collateral or (b) enforcement this Agreement of any Lien in respect of Second Priority Claims held by any of them in respect of any First Priority Collateral (or received or paid in respect of any other action First Priority Collateral in the event of the occurrence of an Insolvency or failure Liquidation Proceeding with respect to take any action in contravention of this Agreementa Grantor). In the event any the Second Priority Agent or any Second Priority Secured Party Lender becomes a judgment lien creditor or other secured creditor in respect of Common First Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Claims or otherwisecreditor, such judgment or other lien shall be deemed a Second Priority Lien hereunder and be subordinated to the Liens securing Senior First Priority Claims on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior First Priority Claims under this Agreement. Except as specifically set forth in this Agreement, nothing Nothing in this Agreement impairs or otherwise adversely affects any rights, powers rights or remedies (x) any Senior the First Priority Agent or the Senior Secured Parties First Priority Lenders may have with respect to the Senior First Priority Collateral. (b) Notwithstanding anything to the contrary in this Agreement, each of the First Priority Agent and the First Priority Lenders may exercise rights and remedies as an unsecured creditor against the Company or any Subsidiary that has guaranteed the First Priority Claims in accordance with the terms of the First Priority Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the First Priority Agent or any First Priority Lenders of the required payments of interest, premium, if any, and principal on the First Priority Claims and related fees and expenses so long as such receipt is not the direct or indirect result of the exercise by the First Priority Agent or any First Priority Lender of rights or remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by any of them in respect of any Second Priority Collateral (or (y) received or paid in respect of any Second Priority Collateral in the event of the occurrence of an Insolvency or Liquidation Proceeding with respect to a Grantor). In the event the First Priority Agent or any First Priority Lender becomes a judgment lien creditor in respect of Second 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 Second Priority Claims on the same basis as the other Liens securing the First Priority Claims are so subordinated to such Second Priority Claims under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Second Priority Agent or the Second Priority Secured Parties Lenders may have with respect to the Second Priority Collateral.. INTERCREDITOR AGREEMENT BETWEEN CIT FINANCE LLC AND THE BANK OF NEW YORK MELLON/BROADVIEW NETWORKS HOLDINGS, INC AND SUBSIDIARIES

Rights as Unsecured Creditors. Notwithstanding anything to the contrary (i) Except as otherwise set forth in this Agreement, the Second Priority Agents Revolving Facility Agent and the Second Priority Revolving Facility Secured Parties may exercise rights and remedies as an unsecured creditor creditors against the Borrowers Company or any other Grantor in accordance with the terms of the applicable Second Priority Revolving Facility Documents to which it is a party and applicable law, in each case to the extent not in contravention of the provisions of this Agreement. Except as specifically otherwise set forth in Sections 3.1this Agreement, nothing in this Agreement shall prohibit the receipt by any Second Priority the Revolving Facility Agent or any Second Priority Revolving Facility Secured Party Parties of the required payments of interest, principal, the Applicable Prepayment Premium and other premiums, fees, expenses principal and other amounts due under in respect of the Second Priority Documents Revolving Facility Obligations so long as such receipt is not the direct or indirect result of (a) any the exercise by any Second Priority the Revolving Facility Agent or any Second Priority Revolving Facility Secured Party Parties of rights, powers rights or remedies as a secured creditor (including set off) in respect of Common the Notes Priority Collateral in contravention of this Agreement or (b) enforcement in contravention of this Agreement of any Lien in respect of Second on Notes Priority Claims Collateral held by any of them or any other action or failure to take any action in contravention of this Agreementthem. In the event any Second Priority the Revolving Facility Agent or any Second Priority other Revolving Facility Secured Party becomes a judgment lien creditor or other secured Lien creditor in respect of Common Notes Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Claims or otherwisecreditor, such judgment or other lien Lien shall be deemed a Second Priority Lien hereunder and be subordinated to (x) the Liens securing Senior Claims First Lien Obligations and (y) if any Additional Second Lien Obligations have been issued, the Liens securing the Second Lien Obligations, in each case, on the same basis as the other Liens on the Notes Priority Collateral securing the Second Priority Claims Revolving Facility Obligations are so subordinated to such Liens securing Senior Claims the First Lien Obligations and Second Lien Obligations, respectively, 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 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. Except as specifically otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second Lien Security Agent or any other 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 other Second Lien Secured Parties of rights or remedies as a secured creditor (including set off) in respect of the Notes 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 Security Agent or any other Second Lien Secured Party becomes a judgment Lien creditor in respect of Notes 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 the First Lien Obligations on the same basis as the other Liens on the Notes Priority Collateral securing the Second Lien Obligations are so subordinated to such Liens securing the First Lien Obligations under this Agreement. (iii) Except as otherwise set forth in this Agreement (including under Sections 3.1(a) and 3.2(a)), nothing in this Agreement (x) impairs or otherwise adversely affects any rights, powers rights or remedies (x) any Senior the First Lien Security Agent or the Senior other First Lien Secured Parties may have with respect to the Senior Notes Priority Collateral or and (y) from and after the Discharge of First Lien Obligations, if any Additional Second Priority Lien Obligations have been issued, impairs or otherwise adversely affects any rights or remedies the Second Lien Security Agent or the other Second Priority Lien Secured Parties may have with respect to the Second Notes Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Agents and the Second Priority Secured Parties may exercise rights and remedies as an unsecured creditor against Holdings, the Borrowers Borrower or any Grantor Subsidiary that has guaranteed the Second Priority Claims in accordance with the terms of the applicable Second Priority Documents and applicable law, in each case to the extent not in contravention of inconsistent with or contrary to the provisions of this AgreementAgreement including any provisions prohibiting or restricting any party from taking various actions or making various objections). Except as specifically set forth in provided herein, including, without limitation, Sections 3.16.3, 6.4, 6.9 and 6.10, nothing in this Agreement shall prohibit the receipt by any Second Priority Agent or any Second Priority Secured Party of the required payments of interest, principal, the Applicable Prepayment Premium interest and other premiums, fees, expenses and other amounts due under the Second Priority Documents principal so long as such receipt is not the direct or indirect result of (a) any the exercise by any Second Priority Agent or any Second Priority Secured Party of rights, powers rights or remedies as a secured creditor (including 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 (b) enforcement in contravention of this Agreement or any AMERICAS 99686098 other applicable intercreditor agreement of any Lien in respect of Second Priority Claims held by any of them or any other action or failure to take any action in contravention of this Agreementthem. In the event any Second Priority Agent or any Second 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 Second Priority Claims or otherwise, such judgment or other lien shall be deemed a Second Priority Lien hereunder and be subordinated to the Liens securing Senior First Priority Claims on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior First Priority Claims under this Agreement. Except as specifically set forth in this Agreement, nothing Nothing in this Agreement impairs or otherwise adversely affects any rights, powers rights or remedies (x) any Senior the ABL Agent or the Senior ABL Secured Parties may have with respect to the Senior Collateral ABL Priority Collateral, or (y) any Second Priority rights or remedies the Term Loan Agent or the Second Priority Term Loan Secured Parties may have with respect to the Second Term Loan Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the Second Priority Agents (a) The ABL Agent and the Second Priority other ABL Secured Parties may exercise rights and remedies as an unsecured creditor creditors against the Borrowers any Borrower or any Grantor other Credit Party in accordance with the terms of the applicable Second Priority ABL Documents to which the ABL Agent or such other ABL Secured Parties are party and applicable law, in each case to the extent not in contravention of the provisions of this Agreement. Except as specifically set forth in Sections 3.1, nothing in this Agreement shall prohibit the receipt by any Second Priority Agent or any Second Priority Secured Party of the required payments of interest, principal, the Applicable Prepayment Premium and other premiums, fees, expenses and other amounts due under the Second Priority Documents so long as such receipt exercise is not inconsistent with the direct or indirect result terms of (a) any exercise by any Second Priority this Agreement and the ABL Agent or any Second Priority and such other ABL Secured Party of rights, powers or Parties would not be prohibited hereunder from exercising such rights and remedies as a secured creditor in respect of Common Collateral or (b) enforcement of any Lien in respect of Second Priority Claims held by any of them or any other action or failure to take any action in contravention of this Agreementcreditors. In the event any Second Priority the ABL Agent or any Second Priority other ABL Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Term Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Claims under the ABL Documents or otherwise, such judgment or other lien shall be deemed a Second Priority Lien hereunder and be subordinated to the Liens securing Senior Claims Term Obligations on the same basis as the other Liens on the Term Priority Collateral securing the Second Priority Claims ABL Obligations are so subordinated to such the Liens on the Term Priority Collateral securing Senior Claims the Term Obligations under this Agreement. Except as specifically set forth in this Agreement, nothing in this Agreement impairs or otherwise adversely affects any rights, powers or remedies . (xb) any Senior The Term Agent or and the Senior Term Secured Parties may have exercise rights and remedies as unsecured creditors against the Borrower or any other Credit Party in accordance with the terms of the Term Documents to which the Term Agent or such Term Secured Parties are party and applicable law, so long as such exercise is not inconsistent with the terms of this Agreement and the Term Agent and such other Term Secured Parties would not be prohibited hereunder from exercising such rights and remedies as secured creditors. In the event the Term Agent or any other Term Secured Party becomes a judgment lien creditor in respect of ABL Priority Collateral as a result of its enforcement of its rights under the Term Documents or otherwise, such judgment lien shall be subordinated to the Senior Liens securing ABL Obligations on the same basis as the other Liens on the ABL Priority Collateral or (y) any Second Priority Agent or securing the Second Priority Secured Parties may have with respect Term Obligations are subordinated to the Second Liens on the ABL Priority CollateralCollateral securing the ABL Obligations under this Agreement.

Rights as Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement, the The Second Priority Agents Representatives and the Second Priority Secured Parties may exercise rights and remedies as an unsecured creditor creditors against the Borrowers or any Borrower and any other Grantor in accordance with the terms of the applicable Second Priority Debt Documents and applicable law, in each case to the extent law so long as such rights and remedies do not in contravention of the provisions violate or are not otherwise inconsistent with any provision of this AgreementAgreement (including any provision prohibiting or restricting the Second Priority Representatives or the Second Priority Secured Parties from taking various actions or making various objections). Except as specifically set forth in Sections 3.1, nothing Nothing in this Agreement shall prohibit the receipt by any Second Priority Agent Representative or any Second Priority Secured Party of the required payments of interest, principal, the Applicable Prepayment Premium and other premiumspremium, interest, fees, expenses expenses, and other amounts due under the Second Priority Debt Documents so long as such receipt is not the direct or indirect result of (a) any the exercise by any a Second Priority Agent Representative or any Second Priority Secured Party of rights, powers rights or remedies as a secured creditor in respect of Common Shared Collateral or (b) enforcement in conflict with Section 4.01 or Article VI; provided that this Section 5.04 shall not be construed to affect any restrictions under the First Priority Debt Documents that limit any Grantor from making payments of any Lien in respect of the Second Priority Claims held by any of them or any other action or failure to take any action Debt Obligations in contravention of this Agreementeffect on the date hereof. In the event any Second Priority Agent Representative or any Second Priority Secured Party becomes a judgment lien creditor or other secured Lien creditor in respect of Common Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Claims or otherwiseDebt Obligations, such judgment or other lien Lien shall be deemed a Second Priority Lien hereunder and be subordinated to the Liens securing Senior Claims First Priority Obligations on the same basis as the other Liens securing the Second Priority Claims Debt Obligations are so subordinated to such Liens securing Senior Claims First Priority Obligations under this Agreement. Except as specifically set forth in this Agreement, nothing Nothing in this Agreement impairs shall impair or otherwise adversely affects affect any rights, powers rights or remedies (x) any Senior Agent the First Priority Representatives or the Senior Secured Parties may have with respect to the Senior Collateral or (y) any Second Priority Agent or the Second First Priority Secured Parties may have with respect to the Second First Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything (i) Except as otherwise set forth in this Agreement and without limiting the benefits afforded to the contrary in this Agreementother Secured Parties hereunder, the Second Priority Agents Term Loan Collateral Agent and the Second Priority Term Loan Secured Parties may exercise rights and remedies as an unsecured creditor creditors against the Borrowers Company or any other Grantor in accordance with the terms of the applicable Second Priority Term Loan Documents to which it is a party and applicable law, in each case to the extent not in contravention of the provisions of this Agreement. Except as specifically otherwise set forth in Sections 3.1this Agreement, nothing in this Agreement shall prohibit the receipt by any Second Priority the Term Loan Collateral Agent or any Second Priority Term Loan Secured Party Parties of the required payments of interest, principal, the Applicable Prepayment Premium and other premiums, fees, expenses fees and other amounts due under in respect of the Second Priority Documents Term Loan Obligations so long as such receipt is not the direct or indirect result of (a) any the exercise by any Second Priority the Term Loan Collateral Agent or any Second Priority Term Loan Secured Party Parties of rights, powers rights or remedies as a secured creditor (including set-off) in respect of Common the ABL Facility Priority Collateral in contravention of this Agreement or (b) enforcement in contravention of this Agreement of any Lien in respect of Second on ABL Facility Priority Claims Collateral held by any of them or any other action or failure to take any action in contravention of this Agreementthem. In the event any Second Priority the Term Loan Collateral Agent or any Second Priority other Term Loan Secured Party becomes a judgment lien creditor or other secured Lien creditor in respect of Common ABL Facility Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Claims or otherwisecreditor, such judgment or other lien Lien shall be deemed a Second Priority Lien hereunder and be subordinated to the Liens securing Senior Claims ABL Facility Obligations on the same basis as the other Liens on the ABL Facility Priority Collateral securing the Second Priority Claims Term Loan Obligations are so subordinated to such Liens securing Senior Claims ABL Facility Obligations under this Agreement. (ii) [Reserved]. (iii) Except as otherwise set forth in this Agreement, each Junior Priority Collateral Agent and the Junior Priority Secured Parties may exercise rights and remedies as unsecured creditors against the Company or any other Grantor in accordance with the terms of the Junior Priority Documents to which it is a party and applicable law. Except as specifically otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by any Junior Priority Collateral Agent or any Junior Priority Secured Parties of the required payments of interest, principal, premiums, fees and other amounts in respect of the Junior Priority Obligations so long as such receipt is not the direct or indirect result of the exercise by any Junior Priority Collateral Agent or any Junior Priority Secured Parties of rights or remedies as a secured creditor (including set-off) in respect of the ABL Facility Priority Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien on the ABL Facility Priority Collateral held by any of them. In the event any Junior Priority Collateral Agent or any other Junior Priority Secured Party becomes a judgment Lien creditor in respect of ABL 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 ABL Facility Obligations and (y) the Liens securing the Term Loan Obligations, in each case, on the same basis as the other Liens on the ABL Facility Priority Collateral securing the Junior Priority Obligations are so subordinated to such ABL Facility Obligations and such Term Loan Obligations, respectively, under this Agreement. (iv) Except as otherwise set forth in this Agreement, nothing in this Agreement (w) impairs or otherwise adversely affects any rights, powers rights or remedies (x) any Senior the ABL Facility Collateral Agent or the Senior other ABL Facility Secured Parties may have with respect to the Senior ABL Facility Priority Collateral (x) from and after the Discharge of ABL Facility Obligations, impairs or otherwise adversely affects Term Loan Secured Parties may have with respect to the ABL Facility Priority Collateral or (y) from and after the Discharge of ABL Facility Obligations and the Discharge of Term Loan Obligations, impairs or otherwise adversely affects any Second rights or remedies any Junior Priority Collateral Agent or the Second other Junior Priority Secured Parties may have with respect to the Second ABL Facility Priority Collateral.

Rights as Unsecured Creditors. (a) Notwithstanding anything to the contrary in this Agreement, the Second each Priority Agents and the Second Priority Lien Secured Parties Party may exercise rights and remedies as an unsecured creditor against the Borrowers or any Grantor that has guaranteed the Priority Lien Obligations in accordance with the terms of the applicable Second Priority Lien Documents and applicable law, in each case to the extent not in contravention of the provisions of this Agreement. Except as specifically set forth in Sections 3.1, nothing Nothing in this Agreement shall prohibit the receipt by any Second Priority Agent or any Second Priority Lien Secured Party of the required payments of interest, principalpremium, if any, and principal on the Applicable Prepayment Premium Priority Lien Obligations and other premiums, fees, related fees and expenses and other amounts due under the Second Priority Documents so long as such receipt is not the direct or indirect result of (a) any the exercise by any Second such Priority Agent or any Second Priority Lien Secured Party of rights, powers rights or remedies as a secured creditor in respect of Common Collateral or (b) enforcement of any Lien in respect of Second Priority Claims held by any of them or any other action or failure to take any action in contravention of this AgreementAgreement of any Lien held by it in respect of any Credit Facility Priority Collateral (or received or paid in respect of any Credit Facility Priority Collateral in the event of the occurrence of an Insolvency or Liquidation Proceeding with respect to a Grantor). In the event any Second Priority Agent or any Second Priority Lien Secured Party becomes a judgment lien creditor or other secured Lien creditor in respect of Common Credit Facility Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Claims or otherwisecreditor, such judgment or other lien Lien shall be deemed a Second Priority Lien hereunder and be subordinated to the Liens securing Senior Credit Facility Claims on the same basis as the other Liens securing the Second Priority Claims Lien Obligations are so subordinated to such Liens securing Senior Credit Facility Claims under this Agreement. Except as specifically set forth in this Agreement, nothing Nothing in this Agreement impairs or otherwise adversely affects any rights, powers rights or remedies (x) any Senior the Credit Facility Agent or the Senior Secured Parties Credit Facility Lenders may have with respect to the Senior Collateral or Credit Facility Priority Collateral. (yb) Notwithstanding anything to the contrary in this Agreement, each of the Credit Facility Agent and the Credit Facility Lenders may exercise rights and remedies as an unsecured creditor against any Second Priority 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 Lenders of the Second 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 Lender of rights or remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by any of them in respect of any Indenture Priority Secured Parties 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). In the event the Credit Facility Agent or any Credit Facility Lender 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 Priority Lien Obligations on the same basis as the other Liens securing the Credit Facility Claims are so subordinated to such Priority Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Authorized Priority Lien Representative may have with respect to the Second Indenture Priority Collateral. (c) Notwithstanding anything to the contrary in this Agreement, each Subordinated Lien Secured Party may exercise rights and remedies as an unsecured creditor against any Grantor that has guaranteed the Subordinated Lien Obligations in accordance with the terms of the Subordinated Lien Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by any Subordinated Lien Secured Party of the required payments of interest, premium, if any, and principal on the Subordinated Lien Obligations and related fees and expenses so long as such receipt is not the direct or indirect result of the exercise by such Subordinated Lien Secured Party of rights or remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by it in respect of any Credit Facility Priority Collateral (or received or paid in respect of any Credit Facility Priority Collateral in the event of the occurrence of an Insolvency or Liquidation Proceeding with respect to a Grantor) or 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). In the event any Subordinated Lien Secured Party becomes a judgment Lien creditor in respect of Credit Facility Priority Collateral or 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 the Credit Facility Claims on the same basis as the other Liens securing the Subordinated Lien Obligations are so subordinated to such Credit Facility Claims under this Agreement and such judgment Lien shall be subordinated to the Liens securing the Priority Lien Obligations on the same basis as the other Liens securing the Subordinated Lien Obligations are so subordinated to such Priority Lien Obligations under this Agreement.

Rights as Unsecured Creditors. (a) Notwithstanding anything to the contrary in this Agreement, each of the Second Priority Agents Agent and the Second Priority Secured Parties Lenders may exercise rights and remedies as an unsecured creditor against the Borrowers Company or any Grantor Subsidiary that has guaranteed the Second Priority Obligations in accordance with the terms of the applicable Second Priority Documents and applicable law, in each case to the extent not in contravention of the provisions of this Agreement. Except as specifically set forth in Sections 3.1, nothing Nothing in this Agreement shall prohibit the receipt by any the Second Priority Agent or any Second Priority Secured Party Lenders of the required payments of interest, principalpremium, the Applicable Prepayment Premium if any, and other premiums, fees, expenses and other amounts due under principal on the Second Priority Documents Claims and related fees and expenses so long as such receipt is not the direct or indirect result of (a) any the exercise by any the Second Priority Agent or any Second Priority Secured Party Lender of rights, powers rights or remedies as a secured creditor or enforcement in respect contravention of Common Collateral or (b) enforcement this Agreement of any Lien in respect of Second Priority Claims held by any of them in respect of any First Priority Collateral (or received or paid in respect of any other action First Priority Collateral in the event of the occurrence of an Insolvency or failure Liquidation Proceeding with respect to take any action in contravention of this Agreementa Grantor). In the event any the Second Priority Agent or any Second Priority Secured Party Lender becomes a judgment lien creditor or other secured creditor in respect of Common First Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Claims or otherwisecreditor, such judgment or other lien shall be deemed a Second Priority Lien hereunder and be subordinated to the Liens securing Senior First Priority Claims on the same basis as the other Liens securing the Second Priority Claims are so subordinated to such Liens securing Senior First Priority Claims under this Agreement. Except as specifically set forth in this Agreement, nothing Nothing in this Agreement impairs or otherwise adversely affects any rights, powers rights or remedies (x) any Senior the First Priority Agent or the Senior Secured Parties First Priority Lenders may have with respect to the Senior First Priority Collateral. (b) Notwithstanding anything to the contrary in this Agreement, each of the First Priority Agent and the First Priority Lenders may exercise rights and remedies as an unsecured creditor against the Company or any Subsidiary that has guaranteed the First Priority Obligations in accordance with the terms of the First Priority Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by the First Priority Agent or any First Priority Lenders of the required payments of interest, premium, if any, and principal on the First Priority Claims and related fees and expenses so long as such receipt is not the direct or indirect result of the exercise by the First Priority Agent or any First Priority Lender of rights or remedies as a secured creditor or enforcement in contravention of this Agreement of any Lien held by any of them in respect of any Second Priority Collateral (or (y) received or paid in respect of any Second Priority Collateral in the event of the occurrence of an Insolvency or Liquidation Proceeding with respect to a Grantor). In the event the First Priority Agent or any First Priority Lender becomes a judgment lien creditor in respect of Second 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 Second Priority Claims on the same basis as the other Liens securing the First Priority Claims are so subordinated to such Second Priority Claims under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Second Priority Agent or the Second Priority Secured Parties Lenders may have with respect to the Second Priority Collateral.

Rights as Unsecured Creditors. Notwithstanding anything (i) Except as otherwise set forth in this Agreement and without limiting the benefits afforded to the contrary in this Agreementother Secured Parties hereunder, the Second Priority Agents ABL Facility Collateral Agent and the Second Priority ABL Facility Secured Parties may exercise rights and remedies as an unsecured creditor creditors against the Borrowers Company or any other Grantor in accordance with the terms of the applicable Second Priority ABL Facility Documents to which it is a party and applicable law, in each case to the extent not in contravention of the provisions of this Agreement. Except as specifically otherwise set forth in Sections 3.1this Agreement, nothing in this Agreement shall prohibit the receipt by any Second Priority the ABL Facility Collateral Agent or any Second Priority ABL Facility Secured Party Parties of the required payments of interest, principal, the Applicable Prepayment Premium and other premiums, fees, expenses fees and other amounts due under in respect of the Second Priority Documents ABL Facility Obligations so long as such receipt is not the direct or indirect result of (a) any the exercise by any Second Priority the ABL Facility Collateral Agent or any Second Priority ABL Facility Secured Party Parties of rights, powers rights or remedies as a secured creditor (including set-off) in respect of Common the Term Loan Priority Collateral in contravention of this Agreement or (b) enforcement in contravention of this Agreement of any Lien in respect of Second on Term Loan Priority Claims Collateral held by any of them or any other action or failure to take any action in contravention of this Agreementthem. In the event any Second Priority the ABL Facility Collateral Agent or any Second Priority other ABL Facility Secured Party becomes a judgment lien creditor or other secured Lien creditor in respect of Common Term Loan Priority Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Second Priority Claims or otherwisecreditor, such judgment or other lien Lien shall be deemed a Second Priority Lien hereunder and be subordinated to the Liens securing Senior Claims Term Loan Obligations on the same basis as the other Liens on the Term Loan Priority Collateral securing the Second Priority Claims ABL Facility Obligations are so subordinated to such Liens securing Senior Claims such Term Loan Obligations under this Agreement. (ii) Except as otherwise set forth in this Agreement and without limiting the benefits afforded to the other Secured Parties hereunder, each Junior Priority Collateral Agent and the Junior Priority Secured Parties may exercise rights and remedies as unsecured creditors against the Company or any other Grantor in accordance with the terms of the Junior Priority Documents to which it is a party and applicable law. Except as specifically otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by any Junior Priority Collateral Agent or any Junior Priority Secured Parties of the required payments of interest, principal, premiums, fees and other amounts in respect of the Junior Priority Obligations so long as such receipt is not the direct or indirect result of the exercise by such Junior Priority Collateral Agent or any Junior Priority Secured Parties of rights or remedies as a secured creditor (including 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 any Junior Priority Collateral Agent or any other Junior Priority 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 (x) the Liens securing Term Loan Obligations and (y) the Liens securing the ABL Facility Obligations, in each case, on the same basis as the other Liens on the Term Loan Priority Collateral securing the Junior Priority Obligations are so subordinated to Liens securing such Term Loan Obligations and ABL Facility Obligations, respectively, under this Agreement. (iii) Except as otherwise set forth in this Agreement (including under Sections 3.1(a) and 3.2(a)), nothing in this Agreement (x) impairs or otherwise adversely affects any rights, powers rights or remedies (x) any Senior Agent the Term Loan Collateral Agents or the Senior other Term Loan Secured Parties may have with respect to the Senior Term Loan Priority Collateral, (y) from and after the Discharge of Term Loan Obligations, impairs or otherwise adversely affects any rights or remedies the ABL Facility Collateral Agent or the other ABL Facility Secured Parties may have with respect to the Term Loan Priority Collateral or (yz) from and after the Discharge of Term Loan Obligations and Discharge of ABL Facility Obligations, impairs or otherwise adversely affects any Second rights or remedies any Junior Priority Collateral Agent or the Second other Junior Priority Secured Parties may have with respect to the Second Term Loan Priority Collateral.