Common use of Exercise of Remedies Clause in Contracts

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Exercise of Remedies. Set Off (a) Until the Discharge of Controlling Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, no Subordinated Collateral Agent or Subordinated Claimholder will: (i) commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that the Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 120 days has elapsed since the later of (x) the date on which the Second Lien Collateral Agent declared the existence of any Event of Default under the Second Lien Credit Documents and Tracing demanded the repayment of all the principal amount of the Second Lien Obligations and Priorities (y) the date on which the First Lien Collateral Agent received notice from the Second Lien Collateral Agent of such declaration of an Event of Default (the "Second Lien Standstill Period"); provided further that notwithstanding anything herein to the contrary, in Proceedsno event shall any Second Lien Collateral Agent or any Second Lien Claimholder exercise any rights or remedies with respect to the Collateral if, notwithstanding the expiration of any Second Lien Standstill Period, the First Lien Collateral Agent or any First Lien Claimholder shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral, or diligently attempting in good faith to vacate any stay prohibiting such Enforcement Action (prompt notice of such exercise to be given to each Subordinated Collateral Agent); (ii) contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent or any Controlling Claimholder or any other exercise by the Controlling Collateral Agent or any Controlling Claimholder of any rights and remedies relating to the Collateral under the Controlling Credit Documents or otherwise; and (iii) subject to the rights of the Second Lien Collateral Agent under Section 3.1(a)(i), object to the forbearance by the Controlling Collateral Agent or any Controlling Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the Controlling Collateral Agent in excess of those necessary to achieve the Discharge of Controlling Obligations are distributed in accordance with the UCC and other applicable law, subject to the relative priorities described herein. (b) Until the Discharge of Controlling Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, subject to Section 3.1(a)(i), the Controlling Collateral Agent and the Controlling Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that each Subordinated Collateral Agent shall have the credit bid rights set forth in Section 3.1(c)(vi)) and, subject to Section 5.1, to make determinations regarding the release, disposition or restrictions with respect to the Collateral without any consultation with or the consent of any Subordinated Collateral Agent or any Subordinated Claimholder; provided that any proceeds received by the Controlling Collateral Agent in excess of those necessary to achieve the Discharge of Controlling Obligations are distributed in accordance with the UCC and other applicable law, subject to the relative priorities described herein. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the Controlling Collateral Trustee Agent and any Controlling Claimholder may enforce the provisions of the Controlling Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with any Subordinated Collateral Agent or any Subordinated Claimholder and regardless of whether any such exercise is adverse to the interest of any Subordinated Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. For the avoidance of doubt, until the Discharge of Controlling Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Third Lien Claimholder shall not commence an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that the Third Lien Claimholder shall have the credit bid rights set forth in Section 3.1(c)(vi)) and, subject to Section 5.1, to make determinations regarding the release, disposition or restrictions with respect to the Collateral. (c) Notwithstanding the foregoing, any Subordinated Collateral Agent and any Subordinated Claimholder may: (i) file a claim or statement of interest with respect to the Subordinated Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor; (ii) take any action (not adverse to the priority status of the Liens on the Collateral securing the Controlling Obligations, or the rights of the Controlling Collateral Agent or any Controlling Claimholder to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral; (iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of any Subordinated Claimholders, including any claims secured by the Collateral, if any, in each Secured Debt Representativecase in accordance with the terms of this Agreement; (iv) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Subordinated Obligations and the Collateral; (v) exercise any of its rights or remedies with respect to the Collateral after the termination of the Second Lien Standstill Period to the extent permitted by Section 3.1(a)(i); and (vi) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the Controlling Collateral Agent or any Controlling Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a "credit bid" in respect of any Subordinated Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of Controlling Obligations. Each Subordinated Collateral Agent, on behalf of itself and the respective Subordinated Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of Controlling Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(i), to the extent such Subordinated Collateral Agent is permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of Controlling Obligations has occurred, except as expressly provided in Section 3.1(a)(i), Section 6.3(b) and this Section 3.1(c), the sole right of each Subordinated Collateral Agent and the Subordinated Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Subordinated Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Controlling Obligations has occurred. (d) Subject to Sections 3.1(a)(i) and (c) and Section 6.3(b): (i) each Subordinated Collateral Agent, for itself and/or and on behalf of the Secured Debt respective Subordinated Claimholders, agrees that no Subordinated Claimholder will take any action that would hinder any exercise of remedies under the Controlling Credit Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (ii) each Subordinated Collateral Agent, for itself and on behalf of the respective Subordinated Claimholders, hereby waives any and all rights that any such Subordinated Claimholder may have as a junior lien creditor or otherwise to object to the manner in which the Controlling Collateral Agent or any Controlling Claimholder seeks to enforce or collect the Controlling Obligations or the Liens securing the Controlling Obligations granted in any of the Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the Controlling Collateral Agent or any Controlling Claimholder is adverse to the interests of the Subordinated Claimholders; and (iii) each Subordinated Collateral Agent hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Subordinated Collateral Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Subordinated Credit Document (other than this Agreement) shall be deemed to be restrict in any way the Revolving exercise of rights and remedies of the Controlling Collateral Agent or any Controlling Claimholder with respect to the Collateral. (e) Except as specifically set forth in Sections 3.1(a) and (d), each Subordinated Claimholder may exercise rights and remedies as an unsecured creditor against any Grantor that has guaranteed or granted Liens to secure the respective Subordinated Obligations in accordance with the terms of the respective Subordinated Credit Collateral to be held Documents and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply applicable law (other than initiating or joining in an involuntary case or proceeding under Bankruptcy Law with respect to any setoff by Grantor); provided that in the event that any such Person against any Shared Subordinated Claimholder 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 extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt RepresentativeSubordinated Obligations, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied such judgment Lien shall be subject to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent terms of this Agreement for all purposes (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge including in relation to the contrary, any claim that payments made to Revolving Credit Agent (or, following Controlling Obligations) as the Discharge of Revolving Credit Obligations, other Liens securing the Priority Lien Claimholders) through the bank accounts that Subordinated Obligations are subject to Account Agreements are proceeds this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and (d), nothing in this Agreement shall prohibit the receipt by any Subordinated Claimholder of the required payments of interest, principal and other amounts owed in respect of the Subordinated Obligations so long as such receipt is not the direct or indirect result of the exercise by any Subordinated Collateral Agent or any other Subordinated Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them. Subject to Sections 3.1(a)(i) and (c) and Section 6.3(b), nothing in this Agreement impairs or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, adversely affects any rights or remedies the Controlling Collateral Agent or any other Controlling Claimholder may have with respect to the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of in connection with an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredAction.

Exercise of Remedies. Set Off (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent and Tracing the Second Lien Claimholders: (1) will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including the exercise of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights right of setoff against or any Grantors’ Deposit Accountsright under any lockbox agreement, Securities Accounts deposit or other assetssecurities account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the amount Second Lien Collateral Agent or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3foreclosure); provided, however, that the foregoing shall not apply to Second Lien Collateral Agent may exercise any setoff by or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (i) the date on which the Second Lien Collateral Agent declared the existence of any Event of Default under any Second Lien Loan Documents and demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from the Second Lien Collateral Agent of such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance declarations of an Enforcement Notice all funds deposited under Account Agreements Event of Default and then applied to acceleration (the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and“Standstill Period”); provided, unless the Revolving Credit Agent (orfurther, following the Discharge of Revolving Credit Obligationshowever, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge that notwithstanding anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any claim that payments made Second Lien Claimholder exercise any rights or remedies with respect to Revolving Credit Agent (orthe Collateral if, following notwithstanding the Discharge expiration of Revolving Credit Obligationsthe Standstill Period, the Priority First Lien ClaimholdersCollateral Agent or First Lien Claimholders shall have commenced and be diligently pursuing the exercise of any of their rights or remedies with respect to all or any material portion of the Collateral or shall be diligently attempting to vacate any stay or prohibition against such exercise (prompt notice of the initial commencement of such exercise to be given to the Second Lien Collateral Agent), provided, that the First Lien Collateral Agent shall incur no liability for, and the rights of the First Lien Collateral Agent hereunder or in respect of the Collateral shall be unaffected by, the failure of the First Lien Collateral Agent to give any such notice; (2) through will not contest, protest or object to any foreclosure proceeding or action brought by the bank accounts that are First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise; and (3) subject to Account Agreements are proceeds their rights under clause (a)(1) above and except as may be permitted in Section 3.1(c), will not object to the forbearance by the First Lien Collateral Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or otherwise constitute Shared remedies relating to the Collateral; provided, are waived. Revolving Credit Agentthat, Revolving Claimholdersin the case of (1), (2) and (3) above, the Collateral TrusteeLiens granted to secure the Second Lien Obligations of the Second Lien Claimholders shall, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior subject to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities described in Section 2, attach to any proceeds resulting from actions taken by the First Lien Collateral which was so acquiredAgent or any First Lien Claimholder in accordance with this Agreement after application of such proceeds to the extent necessary to meet the requirements of a Discharge of First Obligations.

Exercise of Remedies. Set Off (a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor: (i) the Second Lien Collateral Agent and Tracing of and Priorities in Proceeds. the Second Lien Claimholders (x) will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral Trustee and each Secured Debt Representative(including, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assetswithout limitation, the amount exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Second Lien Collateral Agent or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3rights or remedies (including any action of foreclosure); provided, however, that the foregoing shall not apply to Second Lien Collateral Agent may exercise any setoff by any or all such Person against any Shared Collateral rights after the passage of a period of 180 days from the date of delivery of a notice in writing to the extent applied First Lien Collateral Agent of its intention to payment of Secured Debt. Collateral Trustee and each Secured Debt Representativeexercise its right to take such actions (the "STANDSTILL PERIOD"); provided, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral andfurther, unless the Revolving Credit Agent (orhowever, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge notwithstanding anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any claim that payments made Second Lien Claimholder exercise any rights or remedies with respect to Revolving Credit Agent (orthe Collateral if, following notwithstanding the Discharge expiration of Revolving Credit Obligationsthe Standstill Period, the Priority First Lien ClaimholdersCollateral Agent or any First Lien Claimholder shall have commenced the exercise of any rights or remedies with respect the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agent), (y) through will not contest, protest or object to any foreclosure proceeding or action brought by the bank accounts that are First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder, of any rights and remedies relating to the Collateral under the First Lien Credit Documents or otherwise, and (z) subject to Account Agreements are proceeds its rights under clause (i)(x) above, will not object to the forbearance by the First Lien Collateral Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or otherwise constitute Shared remedies relating to the Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, in each case so long as the Collateral Trustee, respective interests of the Secured Debt Representatives and Second Lien Claimholders attach to the Secured Debt Claimholders, each agrees that, prior proceeds thereof subject to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities described in Section 2 hereof and (ii) the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien Claimholder; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent may file a claim or statement of interest with respect to the Second Lien Obligations, (B) the Second Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Collateral, (C) the Second Lien Claimholders shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including without limitation any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement (D) the Second Lien Claimholders shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either the Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement, (E) the Second Lien Claimholders shall be entitled to file any proof of claim and other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral and (F) the Second Lien Collateral Agent or any Second Lien Claimholder may exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by clause (i)(x) above. In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the First Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral which was so acquiredupon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

Exercise of Remedies. Set Off (a) So long as the Senior Obligations have not been paid in full, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower, the Parent or any of its Subsidiaries (other than Excluded Subsidiaries), (i) the Junior Collateral Agent and Tracing of and Priorities in Proceeds. Collateral Trustee and each the Junior Obligations Secured Debt Representative, for itself and/or on behalf Parties (by their acceptance of the benefits of the Junior Documents) will not (1) exercise or seek to exercise any rights or remedies with respect to any Senior Obligations Collateral securing the Junior Obligations, (2) institute any action or proceeding with respect to such Senior Obligations Collateral securing the Junior Obligations (including, without limitation, any action of foreclosure, contest or protest) or (3) object to any foreclosure proceeding or action brought by the Senior Collateral Agent or any Senior Obligations Secured Debt ClaimholdersParty or the exercise of any right under any Senior Obligations Collateral Document or similar agreement or arrangement to which the Senior Collateral Agent or any Senior Obligations Secured Party is a party, or any other exercise by any such party of any rights and remedies, in each acknowledges and agrees that, case relating to the extent Senior Obligations Collateral under the Senior Documents or otherwise; or, except as provided herein, object to any such Person exercises its release of any or all of the Senior Obligations Collateral for any purpose, or object to the forbearance by the Senior Collateral Agent or Senior Obligations Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, remedies relating to the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Senior Obligations Collateral; provided, however, that nothing herein shall be construed to impair the foregoing right of the Junior Obligations Secured Parties to exercise their rights and remedies as unsecured creditors pursuant to Section 5.4 of this Agreement; and (ii) subject to the rights of the Junior Collateral Agent and the Junior Obligations Secured Parties under the proviso to clause (i) above, the Senior Collateral Agent and the Senior Obligations Secured Parties shall have the exclusive right to enforce rights, exercise remedies and make determinations regarding release, disposition, or restrictions with respect to the Senior Obligation Collateral without any consultation with or the consent of the Junior Collateral Agent or any other Junior Obligations Secured Party, and the Junior Collateral Agent shall take any action reasonably requested by the Senior Collateral Agent in order to effectuate any such enforcement, exercise, release or disposition; provided, however, that (x) in any Insolvency or Liquidation Proceeding commenced by or against any Loan Party, the Junior Collateral Agent may file a claim or statement of interest with respect to the Junior Obligations Collateral, (y) the Junior Collateral Agent and the Junior Obligations Secured Parties may take any action not apply adverse to the Senior Obligations Secured Parties in order to preserve or protect their rights in the Senior Obligations Collateral and the Junior Collateral Agent may act in coordination with, and not in a manner adverse to, the Senior Collateral Agent and the Senior Obligations Secured Parties in exercising any remedies initiated by the Senior Collateral Agent or Senior Obligations Secured Parties with respect to the Senior Obligations Collateral, and (z) at any time that a Junior Obligations Event of Default has occurred and as long as such Junior Obligations Event of Default is continuing, the Required ABL Lenders or the Required Term Loan Lenders, as applicable, may instruct the applicable Junior Administrative Agent to declare Junior Obligations under the applicable Junior Credit Agreement to be forthwith due and payable in accordance with Section 6.01 of the applicable Junior Credit Agreement, whereupon the Junior Obligations shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind. In exercising rights and remedies with respect to the Senior Obligations Collateral, the Senior Collateral Agent and each Senior Obligations Secured Party (by its acceptance of the benefits of the Senior Documents) may enforce the provisions of the Senior Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, subject to acting in a commercially reasonable manner in accordance with the UCC and the terms of this Agreement and the other Senior Documents. Such exercise and enforcement shall include, without limitation, the rights of an agent appointed by them to sell or otherwise dispose of such Senior Obligations Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Debtor Relief Laws. (b) The Junior Collateral Agent and each Junior Obligations Secured Party (by its acceptance of the benefits of the Junior Documents) agrees that it shall not, with respect to the Junior Obligations, take or receive from or on behalf of any Loan Party or any Subsidiary of a Loan Party, directly or indirectly, in cash or other property or by setoff, counterclaim or in any other manner (whether pursuant to any setoff by enforcement, collection, execution, levy, foreclosure action or other proceeding or otherwise) any such Person against Senior Obligations Collateral or any Shared proceeds of Senior Obligations Collateral, unless and until all Senior Obligations have been paid in full in accordance with Section 3.2 hereof. Without limiting the generality of the foregoing, unless and until the Senior Obligations have been paid in full, except as expressly provided herein, the sole right of the Junior Collateral Agent and the Junior Obligations Secured Parties with respect to the Senior Obligations Collateral is to hold a Lien on the Senior Obligations Collateral pursuant to the Junior Documents for the period and to the extent applied granted therein and to receive a share of the proceeds thereof, if any, after payment in full of the Senior Obligations; provided, however, that nothing in this paragraph shall be construed to impair the right of the Junior Obligations Secured DebtParties to receive payments of principal, interest, fees and other amounts in respect of the Junior Obligations as provided for in the applicable Credit Agreement and the Notes referred to in such applicable Credit Agreement, and to enforce the making of such payments by bringing suit at law (but not, except as provided in Section 3.1(a)(i) above, to exercise any rights in respect of the Liens of the Junior Collateral Agent on the Senior Obligations Collateral) with respect to any unpaid amounts of such payments. Each of the Junior Collateral Trustee Agent and each the Junior Obligations Secured Debt RepresentativeParties (by its acceptance of the benefits of the Junior Documents): (i) further agrees that the Junior Collateral Agent and the other Junior Obligations Secured Parties will not take any action that would be reasonably likely to (w) hinder, for itself and/or delay, limit, impede or prohibit any exercise of remedies by the Senior Collateral Agent to the extent related to satisfying the Senior Obligations, including any collection, sale, lease, exchange, transfer or other disposition of the Senior Obligations Collateral, whether by foreclosure or otherwise, (x) limit, invalidate, avoid or set aside any Senior Lien or Collateral Document securing or purporting to secure the Senior Obligations, (y) subordinate the priority of the Senior Liens to the Junior Liens or (z) grant the Junior Liens securing the Junior Obligations equal ranking to the Senior Liens securing the Senior Obligations and (ii) hereby waives any and all rights it may have (other than as specified herein) as a junior lien creditor or otherwise (whether arising under the UCC or under any other applicable law) to object to the manner in which the Senior Collateral Agent or the Senior Obligations Secured Parties seek to enforce or collect the Senior Obligations or enforce the Senior Liens now or hereafter granted in any Senior Obligations Collateral to secure the Senior Obligations, regardless of whether any action or failure to act by or on behalf of the Senior Collateral Agent or the Senior Obligations Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied Parties is adverse to the Revolving Credit interest of the Junior Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredParties.

Exercise of Remedies. Set Off Restrictions on Collateral Trustee, and Tracing Secured Debt Representatives and Secured Debt Claimholders. (a) Until the Discharge of Revolving Credit Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Collateral Trustee and Priorities each Secured Debt Representative and Secured Debt Claimholder: (1) will not exercise or seek to exercise any rights or remedies with respect to any Revolving Credit Collateral (including the exercise of any right of setoff or any right under any Account Agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Collateral Agent, any Secured Debt Representative or any Secured Debt Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided, however, that the Collateral Trustee may exercise any or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (i) the date on which a Priority Lien Representative first declares the existence of a Priority Lien Default and demands the repayment of all the principal amount of any Priority Lien Obligations; and (ii) the date on which the Revolving Credit Agent received notice from the Collateral Trustee of such declarations of a Priority Lien Default, (the “Priority Lien Standstill Period”); provided, further, however, that notwithstanding anything herein to the contrary, in Proceedsno event shall the Collateral Trustee, any Secured Debt Representative or any Secured Debt Claimholder exercise any rights or remedies with respect to the Revolving Credit Collateral if, notwithstanding the expiration of the Priority Lien Standstill Period, the Revolving Credit Agent or Revolving Credit Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of such Revolving Credit Collateral (prompt notice of such exercise to be given to the Collateral Trustee); (2) will not contest, protest or object to any foreclosure proceeding or action brought by the Revolving Credit Agent or any Revolving Credit Claimholder or any other exercise by the Revolving Credit Agent or any Revolving Credit Claimholder of any rights and remedies relating to the Revolving Credit Collateral, whether under the Revolving Credit Loan Documents or otherwise; and (3) subject to their rights under clause (a)(l) above and except as may be permitted in Section 3.1(c), will not object to the forbearance by the Revolving Credit Agent or the Revolving Credit Claimholders from bringing or pursuing any Enforcement; provided, however, that, in the case of (1), (2) and (3) above, the Liens granted to secure the Priority Lien Obligations shall attach to any proceeds resulting from actions taken by the Revolving Credit Agent or any Revolving Credit Claimholder in accordance with this Agreement after application of such proceeds to the extent necessary to meet the requirements of a Discharge of Revolving Credit Obligations. (b) Until the Discharge of Revolving Credit Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Revolving Credit Agent and the Revolving Credit Claimholders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, in connection therewith (including voluntary Dispositions of Revolving Credit Collateral by the respective Grantors after a Revolving Credit Default) make determinations regarding the release, disposition, or restrictions with respect to the Revolving Credit Collateral without any consultation with or the consent of the Collateral Trustee, any Secured Debt Representative or any Secured Debt Claimholder; provided, however, that the Lien securing the Priority Lien Obligations shall remain on the proceeds (other than those properly applied to the Revolving Credit Obligations) of such Collateral released or disposed of subject to the relative priorities described in Section 2. In exercising rights and remedies with respect to the Revolving Credit Collateral, the Revolving Credit Agent and the Revolving Credit Claimholders may enforce the provisions of the Revolving Credit Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of the Revolving Credit Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Collateral Trustee, any Secured Debt Representative and any Secured Debt Claimholder (unless, as among the Secured Debt Claimholders, the Collateral Trust Agreement provides to the contrary) may: (1) file a claim or statement of interest with respect to the Secured Debt Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action (not adverse to the priority status of the Liens on the Revolving Credit Collateral, or the rights of the Revolving Credit Agent or any Revolving Credit Claimholder to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on any of the Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Secured Debt Claimholders, including any claims secured by the Revolving Credit Collateral, if any, in each case in accordance with the terms of this Agreement; (4) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement; (5) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Secured Debt Obligations and the Shared Collateral or Separate Collateral; (6) exercise any of its rights or remedies with respect to any of the Revolving Credit Collateral after the termination of the Priority Lien Standstill Period to the extent permitted by Section 3.l(a)(l); and (7) make a cash bid on all or any portion of the Revolving Credit Collateral in any foreclosure proceeding or action. The Collateral Trustee and each Secured Debt Representative, on behalf of itself and/or its respective Secured Debt Claimholders, agrees that it will not take or receive any Revolving Credit Collateral or any proceeds of such Revolving Credit Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any such Revolving Credit Collateral in its capacity as a creditor in violation of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of Revolving Credit Obligations has occurred, except as expressly provided in Sections 3.1(a), 6.3(c)(l) and this Section 3.1(c), the sole right of the Collateral Trustee and any Secured Debt Representative or Secured Debt Claimholder with respect to the Revolving Credit Collateral is to hold a Lien (if any) on such Collateral pursuant to the respective Secured Debt Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Revolving Credit Obligations has occurred. (d) Subject to Sections 3.1(a) and (c) and Section 6.3(c)(1): (1) Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the its respective Secured Debt Claimholders, each acknowledges and agrees that, to the extent that it will not take any such Person exercises its rights action that would hinder any exercise of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be remedies under the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; providedLoan Documents or that is otherwise prohibited hereunder, howeverincluding any sale, that lease, exchange, transfer or other disposition of the foregoing shall not apply to any setoff Revolving Credit Collateral, whether by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. foreclosure or otherwise; (2) Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the its respective Secured Debt Claimholders, hereby waives any and all rights the Collateral Trustee, such Secured Debt Representative and the respective Secured Debt Claimholders, as applicable, may have as a junior lien creditor or otherwise to object to the manner in which the Revolving Credit Agent or the Revolving Credit Claimholders agree that prior seek to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to enforce or collect the Revolving Credit Obligations shall be treated as or the Liens securing the Revolving Credit Collateral andObligations granted in any of the Revolving Credit Loan Documents or undertaken in accordance with this Agreement, unless regardless of whether any action or failure to act by or on behalf of the Revolving Credit Agent (or, following the Discharge of or Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge Claimholders is adverse to the contraryinterest of the Secured Debt Claimholders; (3) The Collateral Trustee and each Secured Debt Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any claim that payments made Secured Debt Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the Revolving Credit Agent (or, following or the Discharge of Revolving Credit Obligations, Claimholders with respect to the Priority Lien Claimholders) through enforcement of the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Liens on the Revolving Credit Agent, Collateral as set forth in this Agreement and the Revolving ClaimholdersCredit Loan Documents. (e) Except as otherwise specifically set forth in Sections 3.1(a) and (d) and 3.5, the Collateral Trustee, the Secured Debt Representatives and Secured Debt Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Secured Debt ClaimholdersObligations, each agrees that, prior and the Collateral Trustee may exercise rights and remedies with respect to an issuance of an Enforcement Notice, any proceeds of the Shared Collateral and the Separate Collateral, whether or not deposited under Account Agreementsin each case, which are used by any Grantor to acquire other property which is Collateral shall not (as among in accordance with the Revolving Credit Agentterms of the Secured Debt Documents and applicable law; provided, however, that in the event that the Collateral Trustee, any Secured Debt Representative or Secured Debt Claimholder becomes a judgment Lien creditor in respect of Revolving Credit Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Secured Debt Representatives and Obligations, such judgment Lien shall be subject to the various Claimholdersterms of this Agreement for all purposes (including in relation to the Revolving Credit Obligations) be treated as proceeds of Collateral for purposes of determining the relative priorities other Liens securing the Secured Debt Obligations are subject to this Agreement. (f) Nothing in this Agreement shall prohibit the receipt by the Collateral which was Trustee, any Secured Debt Representative or Secured Debt Claimholder of the required payments of interest, principal and other amounts owed in respect of its Secured Debt Obligations, so acquiredlong as such receipt is not the direct or indirect result of the exercise by Collateral Trustee, such Secured Debt Representative or Secured Debt Claimholder of rights or remedies as a secured creditor in respect of the Revolving Credit Collateral (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Revolving Credit Agent or the Revolving Credit Claimholders may have against the Grantors under the Revolving Credit Loan Documents.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf (a) Subject to the provisions of the Secured Debt Claimholderssecond sentence of Section 2.2(a) hereof, each acknowledges so long as the Discharge of Senior Obligations has not occurred, whether or not any Proceeding has been commenced by or against the Company or any other Grantor: (i) neither the Trustee nor the Subordinated Creditor will exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Trustee or any Subordinated Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and agrees thatany Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the Senior Agent or any other Senior Creditor or any other exercise by the Senior Agent or any other Senior Creditor of any rights and remedies relating to Collateral under the Senior Credit Documents or otherwise, or object to the forbearance by the Senior Agent or the other Senior Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to Collateral; and (ii) the Senior Agent shall have the exclusive right, and the Required Senior Creditors shall have the exclusive right to instruct the Senior Agent, to enforce rights, exercise remedies (including set-off and the extent right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to Collateral without any such Person exercises its rights consultation with or the consent of setoff against any Grantors’ Deposit Accountsthe Trustee or the Subordinated Creditor, Securities Accounts or other assets, all as though the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Subordinated Obligations did not exist; provided, however, that (A) in any Proceeding commenced by or against the foregoing Company or any other Grantor, the Trustee may (x) subject to the provisions of Section 2.2(b) hereof, file a claim or statement of interest with respect to the Subordinated Obligations and (y) subject to the provisions of Section 2.2(c) hereof, vote such claim, (B) the Trustee, at the written direction of the Subordinated Creditor, may take any action (not adverse to the prior Liens on Common Collateral securing the Senior Obligations, or the rights of the Senior Agent or the other Senior Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on Collateral in accordance with the terms of this Agreement (and, with respect to its Liens on Specified Collateral, shall not apply take any such action if instructed to do so by the Senior Agent), (C) the Subordinated Creditor shall be entitled to file any necessary responsive or defensive pleading in opposition to any setoff motion, claim, adversary proceeding or other pleading made by any such Person against objecting to or otherwise seeking the disallowance of the claims of the Subordinated Creditor, including any Shared claim secured by Collateral, if any, in each case in accordance with the terms of this Agreement and (D) the Subordinated Creditor may file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement and (E) subject to the provisions of Section 2.2(c) hereof, the Trustee and the Subordinated Creditor may file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement with respect to the Subordinated Obligations and Common Collateral. (b) Subject to the provisions of Section 2.2(a) hereof, each of the Trustee and the Subordinated Creditor agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral, unless and until the Discharge of Senior Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Obligations has occurred, the sole right of the Trustee and the Subordinated Creditor with respect to Common Collateral is to hold a Lien on Common Collateral pursuant to the Subordinated Security Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. Collateral the proceeds thereof, if any, after the Discharge of the Senior Obligations has occurred in accordance with the terms of the Subordinated Debt Documents and applicable law. (c) Each of the Trustee and each Secured Debt Representativethe Subordinated Creditor (i) agrees that neither the Trustee nor the Subordinated Creditor will take any action that would hinder, for itself and/or delay, limit or prohibit any exercise of remedies under the Senior Credit Documents, including any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the Senior Obligations to the Subordinated Obligations or grant the Liens on Common Collateral securing the Subordinated Obligations equal ranking to the Liens securing the Senior Obligations and (ii) hereby waives any and all rights it may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the Senior Agent or the other Senior Creditors seek to enforce or collect the Senior Obligations or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied Senior Agent or Senior Creditors is adverse to the Revolving interest of the Trustee or the Subordinated Creditor. (d) The Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Subordinated Security Documents or any other Subordinated Credit Obligations Document shall be treated as Revolving Credit Collateral and, unless deemed to restrict in any way the Revolving Credit rights and remedies of the Senior Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge other Senior Creditors with respect to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives as set forth in this Agreement and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Senior Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredDocuments.

Exercise of Remedies. Set Off (a) So long as the Discharge of Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against CSC or any of its subsidiaries, (i) the Second Lien Collateral Agent and Tracing the Noteholders will not exercise or seek to exercise any rights or remedies (including by way of setoff) with respect to any Common Collateral, institute any action or proceeding with respect to such rights or remedies, including any action of foreclosure, or contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any other First Lien Creditor, or any other exercise by any such party of any rights and Priorities remedies relating to the Common Collateral under the Credit Documents or otherwise, or object to the forbearance by the First Lien Collateral Agent or the First Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral and (ii) the First Lien Collateral Agent and the other First Lien Creditors shall have the exclusive right to enforce rights, exercise remedies (including by way of setoff and the right to credit bid their debt), refrain from enforcing or exercising remedies, and make determinations regarding release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Second Lien Collateral Agent or any Noteholder, all as if the Lien of the Second Lien Collateral Agent for the benefit of the Noteholders on the Common Collateral under the Noteholder Collateral Documents did not exist; provided that (A) in Proceedsany Insolvency or Liquidation Proceeding commenced by or against the Guarantor, the Second Lien Collateral Agent or any Noteholder may file a claim or statement of interest with respect to the Noteholder Claims, (B) the Second Lien Collateral Agent or any Noteholder may take any action not adverse to the Liens on the Common Collateral securing the Lender Claims in order to establish, preserve, perfect or protect its rights in the Common Collateral, (C) the Second Lien Collateral Agent or any Noteholder shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Guarantor arising under either the Bankruptcy Code or applicable non-bankruptcy law, in each case not otherwise in contravention of the terms of this Agreement and (D) the Second Lien Collateral Agent or any Noteholder shall be entitled to file any proof of claim and other filings and make any arguments and motions in order to preserve or protect its Lien on the Common Collateral that are, in each case, not otherwise in contravention of the terms of this Agreement, with respect to the Indenture and the Common Collateral. In exercising rights and remedies with respect to the Common Collateral, the First Lien Collateral Trustee Agent or any other First Lien Creditors may enforce the provisions of the Loan Documents and each Secured Debt Representativeexercise remedies thereunder, all in such order and in such manner as it may determine in the exercise of its sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by the First Lien Collateral Agent and the other First Lien Creditors to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured party under the UCC of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction. (b) The Second Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt ClaimholdersNoteholders, each acknowledges and agrees thatthat neither the Second Lien Collateral Agent nor the Noteholders will take any action that would hinder or cause to delay any exercise of remedies undertaken by the First Lien Collateral Agent or any other First Lien Creditor under the Loan Documents as secured parties in respect of any Common Collateral, to the extent including any such Person exercises its rights of setoff against any Grantors’ Deposit Accountssale, Securities Accounts lease, exchange, transfer or other assetsdisposition of the Common Collateral, the amount of such setoff shall be deemed to be the Revolving Credit whether by foreclosure or otherwise. The Second Lien Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt Claimholders agree that prior Noteholders, hereby waives any and all rights it or the Noteholders may have as a junior lien creditor or otherwise (whether arising under the UCC or any other law) to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied object to the Revolving Credit Obligations shall be treated as Revolving Credit manner in which the First Lien Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the other First Lien Creditors seek to enforce the Liens granted on any of the Lender Collateral. (c) The Second Lien Collateral Trustee) has actual knowledge Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Noteholder Documents shall restrict in any way the rights and remedies of the First Lien Collateral Agent or the First Lien Creditors with respect to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Common Collateral Trustee, the Secured Debt Representatives as set forth in this Agreement and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredLoan Documents.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral (a) Prior to the Senior Lender Termination Date, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, (i) the Trustee and each Secured Debt Representativethe Noteholders will not (A) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral, or institute any action or proceeding with respect to such rights or remedies, including, without limitation, any action of foreclosure, (B) contest, protest or object to any foreclosure proceeding or action brought by either Agent or any Senior Lender, or any exercise of any right under any cash management agreement, landlord waiver or bailee's letter or similar agreement or arrangement or of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise, or (C) object to the forbearance by the Agents and the Senior Lenders or any of them from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral. Prior to the Senior Lender Termination Date, the Agents and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including, without limitation, setoff and the right to credit bid their debt) and make determinations regarding release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Trustee or any Noteholder. The Trustee, for itself and/or and on behalf of the Secured Debt ClaimholdersNoteholders, each acknowledges and agrees that, unless and until the Senior Lender Termination Date has occurred: the Trustee and the Noteholders will not commence, or join with any Person (other than the Senior Lenders and the Agents upon the request thereof) in commencing any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it under any of the Noteholder Documents or otherwise; and the Trustee and the Noteholders will not take any action that would hinder any exercise of remedies undertaken by the Agents or any Senior Lender under any of the Senior Lender Documents, including any sale, lease, exchange, transfer, or other disposition of any Common Collateral, whether by foreclosure or otherwise. Notwithstanding the foregoing, however, in any Insolvency Proceeding commenced by or against any Obligor, the Trustee may file a claim or statement of interest with respect to the Noteholder Debt, and the Trustee may take any action, not adverse to the Liens on the Common Collateral securing any of the Senior Lender Debt and otherwise not inconsistent with the terms and conditions of this Agreement, in order to preserve or protect the Trustee's Liens in the Common Collateral. In exercising rights and remedies with respect to the Common Collateral, the Agents and the Senior Lenders or any of them may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include, without limitation, the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured party under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under the Bankruptcy Code or similar laws of any applicable jurisdiction. Without limiting the generality of the foregoing, unless and until the Senior Lender Termination Date has occurred, except as expressly provided above in this Section 3.1(a), the sole right of the Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Noteholder Documents for the period and to the extent any such Person exercises its rights granted therein and to receive a share of setoff against any Grantors’ Deposit Accountsthe proceeds thereof, Securities Accounts or other assetsif any, after the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt RepresentativeSenior Lender Termination Date has occurred. (b) The Trustee, for itself and/or and on behalf of the Secured Debt Claimholders agree that prior Noteholders, hereby waives any and all rights it or any of the Noteholders may have as a junior lien creditor or otherwise to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied object to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless manner in which the Revolving Credit Agent (or, following Agents or any of the Discharge Senior Lenders seek to enforce or collect any Senior Lender Debt or any Liens granted in any of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Senior Lender Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Exercise of Remedies. Set Off and Tracing (a) Until the Discharge of and Priorities in Proceeds. First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Obligors, each of the Second Lien Collateral Trustee and each Secured Debt RepresentativeAgents, for itself and/or and on behalf of the Secured Debt its Related Second Lien Claimholders, hereby agrees that it and its Related Second Lien Claimholders: (1) will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral or institute or commence, or join with any Person in instituting or commencing, any other Enforcement Action or any other action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency or Liquidation Proceeding); provided that the Directing Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 180 days since the Directing First Lien Collateral Agent shall have received notice from the Directing Second Lien Collateral Agent with respect to the acceleration by the relevant Second Lien Claimholders of the maturity of all then outstanding Second Lien Obligations (and requesting that Enforcement Action be taken with respect to the Collateral) so long as the applicable “event of default” shall not have been cured or waived (or the applicable acceleration rescinded)(the “Standstill Period”); provided further that notwithstanding anything herein to the contrary, in no event shall the Second Lien Collateral Agents or any other Second Lien Claimholders exercise any rights or remedies with respect to any Collateral or institute or commence, or join with any Person in instituting or commencing, any other Enforcement Action or any other action or proceeding with respect to such rights or remedies, if, notwithstanding the expiration of the Standstill Period, either (A) the Directing First Lien Collateral Agent or any other First Lien Claimholder shall have commenced and be diligently pursuing (or shall have sought or requested and be diligently pursuing relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and the pursuit of) an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (with any determination of which Collateral to proceed against, and in what order, to be made by the Directing First Lien Collateral Agent or such First Lien Claimholders in their reasonable judgment) or (B) any of the Obligors is then a debtor in any Insolvency or Liquidation Proceeding; (2) will not contest, protest or object to any Enforcement Action brought by the Directing First Lien Collateral Agent or any other First Lien Claimholder or any other exercise by the Directing First Lien Collateral Agent or any other First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Documents or otherwise; (3) subject to their rights under clause (a)(1) above, will not object to the forbearance by the Directing First Lien Collateral Agent or the other First Lien Claimholders from bringing or pursuing any Enforcement Action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the Directing First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1; and (4) will not take or receive any Collateral, or any proceeds of or payment with respect to any Collateral, in connection with any Enforcement Action or any other exercise of any right or remedy with respect to any Collateral in its capacity as a creditor or in connection with any insurance policy award or any award in a condemnation or similar proceeding (or deed in lieu of condemnation) with respect to any Collateral, in each case unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) to the extent such Second Lien Collateral Agent and its Related Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.1. Without limiting the generality of the foregoing, until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a)(1), 3.1(c) and 6.3(b), the sole right of each Second Lien Collateral Agent and the other Second Lien Claimholders with respect to the Collateral (other than inspection, monitoring, reporting and similar rights provided for in the Second Lien Financing Documents) is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any First Lien Obligor, subject to Sections 3.1(a)(1), 3.1(c) and 6.3(b), the First Lien Collateral Agents and the other First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise exercise any rights and remedies (including set-off, recoupment and the right to “credit bid” their debt, except that the Second Lien Collateral Agents shall have the “credit bid” rights set forth in Section 3.1(c)(6)), and make determinations regarding the release, Disposition, or restrictions with respect to the Collateral, in each case without any consultation with or the consent of any Second Lien Collateral Agent or any other Second Lien Claimholder; provided that any proceeds received by any First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agents and the other First Lien Claimholders may enforce the provisions of the First Lien Documents and exercise rights and remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with any Second Lien Collateral Agent or any other Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise Dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or other Disposition, and to exercise all the rights and remedies of a secured creditor under the UCC or other applicable law and of a secured creditor under Debtor Relief Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, each Second Lien Collateral Agent and any other Second Lien Claimholder may: (1) file a claim, proof of claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any of the Second Lien Obligors; (2) take any action in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral to the extent (A) not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the other First Lien Claimholders to exercise rights and remedies in respect thereof, and (B) not otherwise inconsistent with the terms of this Agreement, including the automatic release of Liens provided in Section 5.1; (3) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims or Liens secured by the Collateral, if any, in each case to the extent not inconsistent with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions with respect to the Second Lien Obligations and the Collateral that are, in each case, in accordance with the terms of this Agreement; provided that no filing of any claim or vote, or pleading relating to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by any Second Lien Collateral Agent or any other Second Lien Claimholder may be inconsistent with the terms of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); and (6) bid for or purchase any Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the Directing First Lien Collateral Agent or any other First Lien Claimholder, or any sale of any Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations. (d) Subject to Sections 3.1(a)(1), 3.1(c) and 6.3(b) each Second Lien Collateral Agent, for itself and on behalf of its Related Second Lien Claimholders: (1) agrees that it and its Related Second Lien Claimholders will not take any action that would hinder, delay, limit or prohibit any exercise of rights or remedies under the First Lien Documents or is otherwise prohibited hereunder, including any collection or Disposition of any Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien securing any First Lien Obligations or any First Lien Collateral Document or subordinate the priority of the First Lien Obligations to the Second Lien Obligations or grant the Liens securing the Second Lien Obligations equal ranking to the Liens securing the First Lien Obligations; (2) hereby waives any and all rights it or its Related Second Lien Claimholders may have as a junior Lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First Lien Collateral Agents or the other First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations, regardless of whether any action or failure to act by or on behalf of any First Lien Collateral Agent or any other First Lien Claimholders is adverse to the interest of any Second Lien Claimholders; and (3) hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Second Lien Collateral Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Second Lien Document shall be deemed to be restrict in any way the Revolving Credit rights and remedies of any First Lien Collateral Agent or the other First Lien Claimholders with respect to be held the Collateral as set forth in this Agreement and distributed pursuant the First Lien Documents. (a) The Second Lien Collateral Agents and the other Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Obligors that have guaranteed or granted Liens to Section 4.3secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any Obligor, prior to the termination of the Standstill Period); provided, however, provided that the foregoing (i) any such exercise shall not apply to be inconsistent with the terms of this Agreement (including Section 6) and (ii) in the event that any setoff by Second Lien Claimholder becomes a judgment Lien creditor in respect of any such Person against any Shared Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt RepresentativeSecond Lien Obligations, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied such judgment Lien shall be subject to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent terms of this Agreement for all purposes (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge including in relation to the contrary, any claim that payments made to Revolving Credit Agent (or, following First Lien Obligations) as the Discharge of Revolving Credit Obligations, other Liens securing the Priority Second Lien Claimholders) through the bank accounts that Obligations are subject to Account Agreements are proceeds this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second Lien Collateral Agent or Second Lien Claimholder of the required payments of principal, premium, interest, fees and other amounts due under the Second Lien Documents so long as such receipt is not the direct or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, indirect result of the exercise by a Second Lien Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance Agent or other Second Lien Claimholder of an Enforcement Notice, any proceeds rights or remedies as a secured creditor in respect of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities in Proceeds. Collateral Trustee and ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, each Secured Debt RepresentativeTerm Loan/Notes Agent agrees, for itself and/or and on behalf of the other applicable Term Loan/Notes Secured Debt ClaimholdersParties, each acknowledges and agrees that, subject to Section 5.6: (i) it will not (x) contest, protest or object to any foreclosure proceeding or action brought with respect to the extent ABL Priority Collateral by the ABL Agent or any ABL Secured Party in respect of the ABL Obligations or any other exercise by any such Person exercises its party of any rights and remedies relating to the ABL Priority Collateral or otherwise in respect of setoff against ABL Obligations, or (y) contest, protest or object to the forebearance by any Grantors’ Deposit AccountsABL Secured Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to any of the ABL Priority Collateral in respect of ABL Obligations, Securities Accounts or other assetsand (ii) except as otherwise provided herein, the amount of ABL Agent and the ABL Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the ABL Priority Collateral and commence or seek to commence any action or proceeding with respect to such setoff rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding (provided that the ABL Agent and the ABL Secured Parties shall only be deemed permitted to be the Revolving Credit Collateral to be held and distributed commence an Insolvency or Liquidation Proceeding pursuant to applicable Law as contemplated by Section 4.35.4 hereof)) without any consultation with or the consent of any Term Loan/Notes Agent or any Term Loan/Notes Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the foregoing Borrower or any other Grantor, each Term Loan/Notes Agent may file a proof of claim or statement of interest with respect to the applicable Term Loan/Notes Obligations and shall be entitled to file any proof of claim and other filings, make any arguments and motions and take any other action in order to preserve or protect their Liens on the ABL Collateral that are, in each case, in accordance with the terms of this Agreement, with respect to the Term Loan/Notes Obligations and the ABL Priority Collateral, (B) each Term Loan/Notes Agent may send such notices of the existence of, or any evidence or confirmation of, the applicable Term Loan/Notes Obligations or the Liens of such Term Loan/Notes Agent in the ABL Priority Collateral to any court or Governmental Authority, or file or record any such notice or evidence to the extent necessary to prove or preserve the Liens of such Term Loan/Notes Agent in the ABL Priority Collateral, (C) each Term Loan/Notes Agent may file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of any applicable Term Loan/Notes Secured Party, including any claims secured by the ABL Priority Collateral, or otherwise make any agreements or file any motions pertaining to the applicable Term Loan/Notes Obligations, in each case to the extent not inconsistent with the terms of this Agreement, (D) each Term Loan/Notes Agent may commence legal proceedings against a Grantor (but not any of the ABL Priority Collateral); provided that, such legal proceedings could not reasonably be expected to interfere with the rights of the ABL Agent or any other ABL Secured Party in and to the ABL Priority Collateral or the ABL Obligations or the exercise by the ABL Agent or any other ABL Secured Party of such rights and does not involve any contest or challenge to the validity, perfection, priority or enforceability of the Liens of the ABL Agent or any other ABL Secured Party or of the ABL Agent or any other ABL Obligations and in any event no Term Loan/Notes Agent may enforce any judgment against any of the ABL Priority Collateral, (E) the Term Loan/Notes Secured Parties may exercise rights and remedies that may be exercised by unsecured creditors to the extent provided in Section 5.4 hereof and not otherwise inconsistent with the terms hereof, including, in any Insolvency or Liquidation Proceeding, the right to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy Law (other than initiating or joining in an involuntary case or proceeding under the Bankruptcy Code with respect to a Grantor, except as otherwise requested or expressly consented to in writing by the ABL Agent), in each case, in accordance with the terms of this Agreement; provided that any judgment Lien obtained by a Term Loan/Notes Secured Party as a result of such exercise of rights will be subject to this Agreement; provided further, that until the Discharge of ABL Obligations, if any Term Loan/Notes Agent or any other Term Loan/Notes Secured Party shall, at any time, receive any proceeds of any such judgment Lien, it shall pay such proceeds over to the ABL Agent in accordance with the terms of Section 4.4 and (F) in any Insolvency or Liquidation Proceeding, the Term Loan/Notes Secured Parties shall be entitled to vote on any plan of reorganization, in a manner and to the extent consistent with the provisions hereof; provided, further, that a Term Loan/Notes Agent or any Term Loan/Notes Secured Party may exercise any or all of such rights, powers, or remedies after a period of at least 180 days has elapsed since the later of: (i) the first date on which all of the following have occurred: (w) a Term Loan/Notes Agent declared the existence of an “Event of Default” under any Term Loan/Notes Documents, (x) the payment of the principal amount of any of the Term Loan/Notes Obligations (to the extent such amount was not already due and owing) has been accelerated and (y) payment thereof has been demanded and (ii) the date on which the ABL Agent has received notice thereof from such Term Loan/Notes Agent; provided, further, however, that no Term Loan/Notes Agent nor any other Term Loan/Notes Secured Party shall exercise any rights or remedies with respect to the ABL Priority Collateral if, notwithstanding the expiration of such 180-day period, the ABL Agent or any other ABL Secured Party (1) shall have commenced, whether before or after the expiration of such 180-day period, and be diligently pursuing the exercise of their rights, powers, or remedies with respect to all or any material portion of the ABL Priority Collateral (prompt written notice of such exercise to be given to the Term Loan/Notes Agents, it being understood and agreed that (x) failure to deliver such notice shall not apply result in any liability of the ABL Secured Parties hereunder or impair any ABL Secured Party’s right hereunder or under any of the ABL Loan Documents and (y) none of the following shall require such notice: (I) the exercise of rights pursuant to Section 2.04(f) of the ABL Credit Agreement by the ABL Agent or any setoff ABL Secured Party during the continuance of a Cash Dominion Period, (II) the notification of account debtors, depository institutions or any other Person to deliver proceeds of ABL Priority Collateral to the ABL Agent in accordance with the ABL Loan Documents, (III) the establishment of borrowing base reserves, (IV) the taking of any action in connection with the attempt to receive, or the receipt, of Ordinary Course Collections and (V) the filing of a proof of claim in any Insolvency or Liquidation Proceeding), or (2) shall have been stayed by operation of Law or any court order from pursuing any such Person against exercise of remedies (the period during which the Term Loan/Notes Agents and the Term Loan/Notes Secured Parties may not pursuant to this Section 3.1(a)(ii) exercise any Shared rights, powers, or remedies with respect to the ABL Priority Collateral, the “Term Loan/Notes Standstill Period”); provided further, however, that after the expiration of the Term Loan/Notes Standstill Period, so long as neither the ABL Agent nor any other ABL Secured Party has commenced any action to enforce its Lien on any material portion of the ABL Priority Collateral, in the event that and for so long as any Term Loan/Notes Secured Party (or the applicable Term Loan/Notes Agent on its behalf) have commenced any actions to enforce its Lien with respect to all or any material portion of the ABL Priority Collateral to the extent applied permitted hereunder and is diligently pursuing in good faith such actions, neither the ABL Secured Parties nor the ABL Agent shall take any action of a similar nature with respect to payment such ABL Priority Collateral without the prior written consent of the Term Loan/Notes Agents; provided that all other provisions of this Agreement are complied with. In exercising rights and remedies with respect to the ABL Priority Collateral, the ABL Agent and the ABL Secured DebtParties may enforce the provisions of the ABL Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion consistent with the terms of the ABL Loan Documents. Such exercise and enforcement shall include the rights of an agent or any holder of an irrevocable power of attorney appointed by them to sell or otherwise dispose of ABL Priority Collateral Trustee or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and each Secured Debt Representativeto exercise all the rights and remedies of a secured lender under the Uniform Commercial Code and of a secured creditor under Bankruptcy Law of any applicable jurisdiction. (b) So long as the Discharge of Term Loan/Notes Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, the ABL Agent agrees, for itself and/or and on behalf of the other ABL Secured Debt Claimholders agree that prior Parties, that, subject to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied Section 5.6: (i) it will not (x) contest, protest or object to any foreclosure proceeding or action brought with respect to the Revolving Credit Term Loan/Notes Priority Collateral by a Term Loan/Notes Agent or any Term Loan/Notes Secured Party in respect of the Term Loan/Notes Obligations or any other exercise by any such party of any rights and remedies relating to the Term Loan/Notes Priority Collateral or otherwise in respect of the Term Loan/Notes Obligations, or (y) contest, protest or object to the forbearance by any Term Loan/Notes Secured Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to any of the Term Loan/Notes Priority Collateral in respect of Term Loan/Notes Obligations, and (ii) except as otherwise provided herein, the Term Loan/Notes Agents and the Term Loan/Notes Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Term Loan/Notes Priority Collateral and commence or seek to commence any action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding (provided that the Term Loan/Notes Agents and the Term Loan/Notes Secured Parties shall only be permitted to commence an Insolvency or Liquidation Proceeding pursuant to applicable Law as contemplated by Section 5.4 hereof)) without any consultation with or the consent of the ABL Agent or any ABL Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, the ABL Agent may file a proof of claim or statement of interest with respect to the applicable ABL Obligations, (B) the ABL Agent may send such notices of the existence of, or any evidence or confirmation of, the ABL Obligations or the Liens of the ABL Agent in the Term Loan/Notes Priority Collateral to any court or Governmental Authority, or file or record any such notice or evidence to the extent necessary to prove or preserve the Liens of the ABL Agent in the Term Loan/Notes Priority Collateral and shall be treated entitled to file any proof of claim and other filings, make any arguments and motions and take any other action in order to preserve or protect their Liens on the Term Loan/Notes Priority Collateral that are, in each case, in accordance with the terms of this Agreement, with respect to the ABL Obligations and the Term Loan/Notes Priority Collateral, (C) the ABL Agent may file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of any ABL Secured Party, including any claims secured by the Term Loan/Notes Priority Collateral, or otherwise make any agreements or file any motions pertaining to the ABL Obligations, in each case to the extent not inconsistent with the terms of this Agreement, (D) the ABL Agent may commence legal proceedings against a Grantor (but not any of the Term Loan/Notes Priority Collateral); provided that, such legal proceedings could not reasonably be expected to interfere with the rights of the Term Loan/Notes Agents or any other Term Loan/Notes Secured Party in and to the Term Loan/Notes Priority Collateral or the Term Loan/Notes Obligations or the exercise by the Term Loan/Notes Agents or any other Term Loan/Notes Secured Party of such rights and does not involve any contest or challenge to the validity, perfection, priority or enforceability of the Liens of the Term Loan/Notes Agents or any other Term Loan/Notes Secured Party or of the Term Loan/Notes Agents or any other Term Loan/Notes Obligations and in any event no ABL Agent may enforce any judgment against any of the Term Loan/Notes Priority Collateral, (E) the ABL Secured Parties may exercise rights and remedies that may be exercised by unsecured creditors to the extent provided in Section 5.4 hereof and not otherwise inconsistent with the terms hereof, including, in any Insolvency or Liquidation Proceeding, the right to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy Law (other than initiating or joining in an involuntary case or proceeding under the Bankruptcy Code with respect to a Grantor, except as Revolving Credit Collateral andotherwise requested or expressly consented to in writing by the Term Loan/Notes Agents), unless in each case, in accordance with the Revolving Credit Agent (orterms of this Agreement; provided that any judgment Lien obtained by an ABL Secured Party as a result of such exercise of rights will be subject to this Agreement; provided further, following that until the Discharge of Revolving Credit Term Loan/Notes Obligations, if the relevant Priority Lien Representative ABL Agent or the Collateral Trustee) has actual knowledge to the contraryany other ABL Secured Party shall, at any claim that payments made to Revolving Credit Agent (ortime, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, receive any proceeds of Collateralany such judgment Lien, whether it shall pay such proceeds over to the Designated Term Loan/Notes Agent in accordance with the terms of Section 4.4 and (F) in any Insolvency or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit AgentLiquidation Proceeding, the Collateral TrusteeABL Secured Parties shall be entitled to vote on any plan of reorganization, in a manner and to the extent consistent with the provisions hereof; provided, further, that the ABL Agent or any ABL Secured Debt Representatives Party may exercise any or all of such rights, powers, or remedies after a period of at least 180 days has elapsed since the later of: (i) the first date on which all of the following have occurred: (w) the ABL Agent declared the existence of an “Event of Default” under the ABL Loan Documents, (x) the payment of the principal amount of all ABL Obligations under the ABL Loan Documents has been accelerated (to the extent such amount was not already due and owing) and (y) payment thereof has been demanded and (ii) the various Claimholders) be treated as proceeds date on which each of Collateral for purposes of determining the relative priorities in Term Loan/Notes Agents have received notice thereof from the Collateral which was so acquired.ABL Agent; provided, further, however, that neither the ABL Agent nor any other ABL Secured Party shall exercise any rights or remedies with respect to the Term Loa

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, with respect to the extent any such Person exercises its rights ABL Priority Collateral. Until the Payment in Full of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured ABL Priority Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateraloccurred, whether or not deposited under Account Agreements, which are used any Insolvency Proceeding has been commenced by or against any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit AgentGrantor, the Term Loan Claimholders will not exercise or seek to exercise any rights, powers, or remedies with respect to any ABL Priority Collateral Trustee(including taking any Enforcement Action with respect to any ABL Priority Collateral); provided, that (i) if a Term Loan Default has occurred and is continuing, Term Loan Agent may take Enforcement Actions with respect to any ABL Priority Collateral after the Secured Debt Representatives expiration of the applicable Standstill Period (it being understood that if at any time after the delivery of a Standstill Notice that commences a Standstill Period, no Term Loan Default is continuing, Term Loan Agent may not take Enforcement Actions with respect to any ABL Priority Collateral until the expiration of a new Standstill Period commenced by a new Standstill Notice relative to the occurrence of a new Term Loan Default that had not occurred as of the date of the delivery of the earlier Standstill Notice), and (ii) in no event shall Term Loan Agent or any other Term Loan Claimholder exercise any rights or remedies with respect to the various ClaimholdersABL Priority Collateral if, notwithstanding the expiration of the Standstill Period, ABL Agent or any other ABL Claimholder shall have commenced prior to the expiration of the Standstill Period (or thereafter but prior to the commencement of any Enforcement Action by Term Loan Agent with respect to all or any material portion of the ABL Priority Collateral) and be treated as proceeds diligently pursuing in good faith an Enforcement Action with respect to all or any material portion of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredABL Priority Collateral.

Exercise of Remedies. Set Off (a) Upon the occurrence and Tracing during the continuance of and Priorities in Proceeds. any Triggering Event, the Collateral Trustee and each Secured Debt Agent shall, upon a request from any Representative specifying the particular action(s) being requested by such Representative, and subject to the other provisions of this Agreement, commence to take, or direct the appropriate trustee or agent to take, those requested actions provided for itself and/or on behalf in this Agreement or the Security Documents relating to the pursuit of remedies which the Collateral Agent deems appropriate in its reasonable judgment to realize the value and benefits of the Secured Debt ClaimholdersShared Collateral. (b) The holders of a majority in principal amount of the then-outstanding Total Obligations may direct the time, each acknowledges method and agrees that, place of conducting any proceeding for any remedy available to the extent Collateral Agent under this Agreement or the Security Documents, on the condition that indemnification for the Collateral Agent’s fees and expenses, in a form reasonably satisfactory to the Collateral Agent, shall have been provided. The Collateral Agent may refuse to follow any such Person exercises direction that conflicts with the law or this Agreement or that may involve personal liability for the Collateral Agent. (c) The Representatives agree that upon the occurrence of a Triggering Event, all payments made to any Representative on account of the Shared Collateral shall be shared by the Notes Representative and the Debentures Representative (for the benefit of their respective holders) in accordance with Section 4.2. (d) Each Representative agrees: (i) to deliver to each other Representative and the Collateral Agent, as applicable, at the same time it makes delivery to GWG Life and/or GWG Holdings, a copy of any (A) notice declaring the occurrence of an event of default under its respective loan documents, (B) notice of intent to accelerate or notice of acceleration of its portion of the Total Obligations, and (ii) to deliver to each other Representative and the Collateral Agent, at the same time it makes delivery to any other Person, a copy of any notice of the commencement of any judicial proceeding and a copy of any other notice with respect to the exercise of remedies with respect to any portion of the Total Obligations. Any failure by a party hereto to furnish a copy under this clause (c) shall not limit or affect the rights and obligations hereunder. (e) Nothing in this Section 4.1 shall impair the right of any Representative to exercise its rights of setoff against set-off, offset or netting, if any Grantors’ Deposit Accounts(except, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply with respect to any setoff by any such Person against any item of Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge proceeds therefrom), with no obligation to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredRepresentative.

Exercise of Remedies. Set Off (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor, the Second Lien Collateral Agent and Tracing the Second Lien Claimholders: (1) will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including the exercise of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights right of setoff against or any Grantors’ Deposit Accountsright under any lockbox agreement, Securities Accounts account control agreement, landlord waiver or other assets, bailee’s letter or similar agreement or arrangement to which the amount Second Lien Collateral Agent or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3foreclosure); provided, however, that the foregoing Second Lien Collateral Agent may exercise any or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (i) the date on which the Second Lien Collateral Agent declares the existence of any Event of Default under any Second Lien Loan Documents and demands the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent receives notice from the Second Lien Collateral Agent of such declarations of an Event of Default, (the “Standstill Period”); provided, further, however, that notwithstanding anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any Second Lien Claimholder exercise any rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, the First Lien Collateral Agent or First Lien Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agent); (2) will not apply contest, protest or object to any setoff foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise; and (3) subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.1(c), will not object to the forbearance by the First Lien Collateral Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; provided, that, in the case of(l), (2) and (3) above, the Liens granted to secure the Second Lien Obligations of the Second Lien Claimholders shall attach to any proceeds resulting from actions taken by the First Lien Collateral Agent or any First Lien Claimholder in accordance with this Agreement after application of such Person against any Shared Collateral proceeds to the extent applied necessary to payment meet the requirements of Secured Debta Discharge of First Obligations. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien Claimholder; provided, that the Lien securing the Second Lien Obligations shall remain on the proceeds of such Collateral released or disposed of subject to the relative priorities described in Section 2. In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Trustee Agent and the First Lien Claimholders may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agent and any Second Lien Claimholder may: (1) file a claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against U.S. Borrower or any other Grantor; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each Secured Debt Representativecase in accordance with the terms of this Agreement; (4) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement; (5) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; and (6) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1 (a)(1). The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral in its capacity as a creditor in violation of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1 (a), 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agent and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a) and (c) and Section 6.3(b): (1) the Second Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt Second Lien Claimholders, agrees that the Second Lien Collateral Agent and the Second Lien Claimholders agree will not take any action that prior would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied object to the Revolving Credit manner in which the First Lien Collateral Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and (3) the Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral Documents or any other Second Lien Document (other than this Agreement) shall be treated deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the First Lien Claimholders with respect to the Collateral as Revolving set forth in this Agreement and the First Lien Credit Documents. (e) Except as otherwise specifically set forth in Sections 3.1(a) and (d), the Second Lien Collateral and, unless Agent and the Revolving Credit Agent (or, following Second Lien Claimholders may exercise rights and remedies as unsecured creditors against U.S. Borrower or any other Grantor that has guaranteed or granted Liens to secure the Discharge Second Lien Obligations in accordance with the terms of Revolving Credit the Second Lien Loan Documents and applicable law; provided that in the event that any Second Lien Claimholder 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, the relevant Priority such judgment Lien Representative or the Collateral Trustee) has actual knowledge shall be subject to the contrary, any claim that payments made terms of this Agreement for all purposes (including in relation to Revolving Credit Agent (or, following the Discharge of Revolving Credit First Lien Obligations, ) as the Priority other Liens securing the Second Lien Claimholders) through the bank accounts that Obligations are subject to Account Agreements are proceeds this Agreement. (f) Nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agent or any Second Lien Claimholders of the required payments of interest, principal and other amounts owed 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 Collateral Agent or any Second Lien Claimholders 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. Nothing in this Agreement impairs or otherwise constitute Shared adversely affects any rights or remedies the First Lien Collateral Agent or the First Lien Claimholders may have with respect to the First Lien Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Exercise of Remedies. Set Off During the continuance of an Event of Default, Agent and Tracing of Lenders may, in their Permitted Discretion, pursue such rights and Priorities in Proceeds. remedies as they deem appropriate, including realization upon Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees thatby judicial foreclosure or nonjudicial sale or enforcement, to the extent permitted under Applicable Law, without affecting any rights and remedies under this Section 11. If, in taking any action in connection with the exercise of any rights or remedies, Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any Guarantor or other Person, whether because of any Applicable Laws pertaining to "election of remedies" or otherwise, each Guarantor consents to such Person exercises its action and, to the extent permitted under Applicable Law, waives any claim based upon it, even if the action may result in loss of any rights of setoff subrogation that any Guarantor might otherwise have had. To the extent permitted under Applicable Law, any election of remedies that results in denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Grantors’ Deposit AccountsGuarantor shall not impair any other Guarantor's obligation to pay the full amount of the Obligations. To the extent permitted under Applicable Law, Securities Accounts each Guarantor waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for Obligations, even though that election of remedies destroys such Guarantor's rights of subrogation against any other Person. To the extent permitted under Applicable Law, Agent may bid Obligations, in whole or part, at any foreclosure, trustee or other assetssale, including any private sale, and the amount of such bid need not be paid by Agent but shall be credited against the Obligations. To the extent permitted under Applicable Law, the amount of the successful bid at any such setoff sale, whether Agent or any other Person is the successful bidder, shall be conclusively deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf fair market value of the Secured Debt Claimholders agree that prior to an issuance Collateral, and the difference between such bid amount and the remaining balance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral andconclusively deemed to be the amount of the Obligations guaranteed under this Section 11, unless notwithstanding that any present or future law or court decision may have the Revolving Credit effect of reducing the amount of any deficiency claim to which Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or Lender might otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, be entitled but for such bidding at any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredsuch sale.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf (a) So long as the Discharge of the First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Parent, the Borrower or any other Grantor, (i) neither any Second Lien Authorized Representative nor any Second Lien Secured Debt ClaimholdersParty will (A) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Lien Obligations, each acknowledges and agrees thator institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (B) contest, protest or object to any foreclosure proceeding or action brought with respect to the extent Shared Collateral or any other First Lien Collateral by the First Lien Collateral Agent, any First Lien Authorized Representative or any First Lien Secured Party in respect of the First Lien Obligations, the exercise of any right by the First Lien Collateral Agent, any First Lien Authorized Representative or any First Lien Secured Party (or any agent or sub-agent on their behalf) in respect of the First Lien Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the First Lien Collateral Agent, any First Lien Authorized Representative or any First Lien Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such Person exercises its party of any rights and remedies relating to the Shared Collateral under the First Lien Documents or otherwise in respect of setoff against the First Lien Collateral or the First Lien Obligations, or (C) object to the forbearance by the First Lien Secured Parties from bringing or pursuing any Grantors’ Deposit Accounts, Securities Accounts foreclosure proceeding or action or any other assetsexercise of any rights or remedies relating to the Shared Collateral in respect of First Lien Obligations and (ii) except as otherwise provided herein, the amount First Lien Collateral Agent, the First Lien Authorized Representatives and the First Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Shared Collateral without any consultation with or the consent of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3any Second Lien Authorized Representative or any Second Lien Secured Party; provided, however, that (1) in any Insolvency or Liquidation Proceeding commenced by or against the foregoing Parent, the Borrower or any other Grantor, any Second Lien Authorized Representative may file a claim or statement of interest with respect to its Second Lien Obligations, (2) any Second Lien Authorized Representative may take any action (not adverse to the prior Liens on the Shared Collateral securing the First Lien Obligations or the rights of the First Lien Collateral Agent, the First Lien Authorized Representatives or the First Lien Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Shared Collateral, (3) any Second Lien Authorized Representative and the Second Lien Secured Parties may exercise their rights and remedies as unsecured creditors, as provided in Section 5.04, and (4) any Second Lien Authorized Representative may exercise the rights and remedies provided for in Section 6.03. In exercising rights and remedies with respect to the First Lien Collateral, the First Lien Collateral Agent, the First Lien Authorized Representatives and the First Lien Secured Parties may enforce the provisions of the First Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of the First Lien Obligations has not apply to any setoff by any such Person against occurred, each Second Lien Authorized Representative, on behalf of itself and its Second Lien Secured Parties, agrees that it will not, in the context of its role as secured creditor, take or receive any Shared Collateral or any Proceeds of Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Shared Collateral in respect of Second Lien Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of the First Lien Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), the sole right of the Second Lien Authorized Representatives and the Second Lien Secured Parties with respect to the Shared Collateral is to hold a Lien on the Shared Collateral in respect of Second Lien Obligations pursuant to the Second Lien Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. Collateral Trustee and the Proceeds thereof, if any, after the Discharge of the First Lien Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.01(a), (i) each Secured Debt Second Lien Authorized Representative, for itself and/or and on behalf of its Second Lien Secured Parties, agrees that neither such Second Lien Authorized Representative nor any of its Second Lien Secured Parties will take any action that would hinder any exercise of remedies undertaken by the First Lien Collateral Agent, any First Lien Authorized Representative or any First Lien Secured Party with respect to the Shared Collateral under the First Lien Documents, including any sale, lease, exchange, transfer or other disposition of the Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second Lien Authorized Representative, for itself and on behalf of its Second Lien Secured Parties, hereby waives any and all rights it or any of its Second Lien Secured Parties may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent, the First Lien Authorized Representatives or the First Lien Secured Parties seek to enforce or collect the First Lien Obligations or the Liens granted on any of the First Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent, any First Lien Authorized Representative or any other First Lien Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied Party is adverse to the Revolving Credit Obligations interests of the Second Lien Secured Parties. (d) Each Second Lien Authorized Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Document shall be treated deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent, the First Lien Authorized Representatives or the First Lien Secured Parties with respect to the First Lien Collateral as Revolving Credit Collateral and, unless set forth in this Agreement and the Revolving Credit Agent First Lien Documents. (or, following e) Until the Discharge of Revolving Credit the First Lien Obligations, the relevant Priority First Lien Representative Collateral Agent (acting at the direction of the Applicable First Lien Secured Parties) shall have the exclusive right to exercise any right or the Collateral Trustee) has actual knowledge remedy with respect to the contraryShared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any claim that payments made to Revolving Credit Agent (or, following proceeding with respect thereto. Following the Discharge of Revolving Credit the First Lien Obligations, the Priority Designated Second Lien ClaimholdersAuthorized Representative (acting at the direction of the Applicable Second Lien Secured Parties) through shall have the bank accounts that are subject exclusive right to Account Agreements are proceeds of exercise any right or otherwise constitute Shared remedy with respect to the Collateral, are waived. Revolving Credit Agentand the Designated Second Lien Authorized Representative (acting at the direction of the Applicable Second Lien Secured Parties) shall have the exclusive right to direct the time, Revolving Claimholdersmethod and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Second Lien Secured Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Second Lien Authorized Representatives, or for the taking of any other action authorized by the Second Lien Security Documents; provided, however, that nothing in this Section shall impair the right of any Second Lien Authorized Representative or other agent or trustee acting on behalf of the Second Lien Secured Parties to take such actions with respect to the Collateral Trustee, after the Discharge of the First Lien Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Second Lien Secured Debt Representatives and Parties or the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredSecond Lien Obligations.

Exercise of Remedies. Set Off (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent and Tracing the Second Lien Claimholders: (1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that the Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (i) the date on which the Second Lien Collateral Agent declared the existence of any Event of Default under any Second Lien Loan Documents and Priorities demanded the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from the Second Lien Collateral Agent of such declarations of an Event of Default, (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in Proceedsno event shall the Second Lien Collateral Agent or any Second Lien Claimholder exercise any rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, the First Lien Collateral Agent or First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies in each case with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agent); (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise (including any Enforcement Action initiated by or supported by the First Lien Collateral Agent or any First Lien Claimholder); and (3) subject to their rights under clause (a)(1) above, will not object to the forbearance by the First Lien Collateral Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with Section 4.1 hereof and applicable law. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Second Lien Collateral Agent shall have the credit bid rights set forth in 3.1(c)(6)), subject to Section 5.1, to make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien Claimholder; provided that any proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of First Lien Obligations are distributed in accordance with the UCC and other applicable law, subject to the relative priorities described herein. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the First Lien Collateral Trustee Agent and the First Lien Claimholders may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Second Lien Collateral Agent or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agent and any Second Lien Claimholder may: (1) file a claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each Secured Debt Representativecase in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Second Lien Collateral Agent or any Second Lien Claimholder may be inconsistent with the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); (6) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Collateral Agent or any First Lien Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations; and (7) object to any proposed acceptance of Collateral by an First Lien Claimholder pursuant to Section 9-620 of the UCC. The Second Lien Collateral Agent, for itself and/or and on behalf of each other Second Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by Section 3.1(a)(1) (to the extent the Second Lien Collateral Agent and Second Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a), 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agent and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a) and (c) and Section 6.3(b): (1) the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder, agrees that the Second Lien Collateral Agent and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the Secured Debt First Lien Collateral Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders, each ; and (3) the Second Lien Collateral Agent hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Second Lien Collateral Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Second Lien Loan Document (other than this Agreement) shall be deemed to be restrict in any way the Revolving rights and remedies of the First Lien Collateral Agent or the First Lien Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Credit Documents. (e) Except as specifically set forth in this Agreement, the Second Lien Collateral Agent and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to be held secure the Second Lien Obligations in accordance with the terms of the Second Lien Loan Documents and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any setoff by Grantor); provided that in the event that any such Person against any Shared Second Lien Claimholder 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 extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt RepresentativeSecond Lien Obligations, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied such judgment Lien shall be subject to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent terms of this Agreement for all purposes (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge including in relation to the contrary, any claim that payments made to Revolving Credit Agent (or, following First Lien Obligations) in the Discharge of Revolving Credit Obligations, same manner as the Priority other Liens securing the Second Lien Claimholders) through the bank accounts that Obligations are subject to Account Agreements are proceeds this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and (d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agent or any Second Lien Claimholders of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations (including the receipt of Declined Proceeds (as defined in the First Lien Credit Agreement)) so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Collateral Agent or any Second Lien Claimholders of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Second Lien Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise constitute Shared adversely affects any rights or remedies the First Lien Collateral Agent or the First Lien Claimholders may have with respect to the First Lien Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities in Proceeds. Collateral Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) the Trustee and each Secured Debt Representativethe Noteholders will not (x) exercise or seek to exercise any rights or remedies (including set-off) with respect to any Common Collateral in respect of any Noteholder Claims, for itself and/or on behalf institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Credit Agent or any Senior Lender in respect of Senior Lender Claims, the exercise of any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Trustee or any Noteholder either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, or (z) object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the Credit Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent Trustee or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Noteholder; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the foregoing Company, the Trustee may file a claim or statement of interest with respect to the Noteholder Claims and (B) the Trustee may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Credit Agent or the Senior Lenders to exercise remedies in respect thereof) in order to preserve or protect the perfection and priority (vis-a-vis Persons other than the Senior Lenders) of its Lien on the Common Collateral. In exercising rights and remedies with respect to the Senior Lender Collateral, the Credit Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not apply occurred, the Trustee, on behalf of itself and the Noteholders, agrees that it will not, in the context of its role as secured creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any setoff by any such Person against any Shared Common Collateral in respect of Noteholder Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1 (a), the sole right of the Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of Noteholder Claims pursuant to the Noteholder Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. Collateral Trustee and each Secured Debt Representativethe proceeds thereof, if any, after the Discharge of the Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.l(a), (i) the Trustee, for itself and/or and on behalf of the Secured Debt Claimholders agree Noteholders, agrees that prior to an issuance the Trustee and the Noteholders will not take any action that would hinder any exercise of an Enforcement Notice all funds deposited under Account Agreements and then applied remedies undertaken by the Credit Agent or the Senior Lenders with respect to the Revolving Credit Obligations shall be treated as Revolving Credit Common Collateral andunder the Senior Loan Documents, unless including any sale, lease, exchange, transfer or other disposition of the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Common Collateral, whether by foreclosure or not deposited under Account Agreementsotherwise, which are used by any Grantor to acquire other property which is Collateral shall not and (as among ii) the Revolving Credit Agent, the Collateral Trustee, for itself and on behalf of the Secured Debt Representatives Noteholders, hereby waives any and all rights it or the Noteholders may have as a junior lien creditor or otherwise to object to the manner in which the Credit Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Common Collateral in respect of Senior Lender Claims, regardless of whether any action or failure to act by or on behalf of the Credit Agent or Senior Lenders is adverse to the interest of the Noteholders. (d) The Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Noteholder Document shall be deemed to restrict in any way the rights and remedies of the Credit Agent or the Senior Lenders with respect to the Common Collateral as set forth in this Agreement and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredSenior Lender Documents.

Exercise of Remedies. Set Off During the continuance of an Event of Default, Agent and Tracing of Lenders may, in their Permitted Discretion, pursue such rights and Priorities in Proceeds. remedies as they deem appropriate, including realization upon Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees thatby judicial foreclosure or nonjudicial sale or enforcement, to the extent permitted under Applicable Law, without affecting any rights and remedies under this Section 11. If, in taking any action in connection with the exercise of any rights or remedies, Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment against any US Guarantor or other Person, whether because of any Applicable Laws pertaining to “election of remedies” or otherwise, each US Guarantor consents to such Person exercises its action and, to the extent permitted under Applicable Law, waives any claim based upon it, even if the action may result in loss of any rights of setoff subrogation that any US Guarantor might otherwise have had. To the extent permitted under Applicable Law, any election of remedies that results in denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Grantors’ Deposit AccountsUS Guarantor shall not impair any other Guarantor’s obligation to pay the full amount of the Obligations. To the extent permitted under Applicable Law, Securities Accounts each US Guarantor waives all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for the Obligations, even though that election of remedies destroys such US Guarantor’s rights of subrogation against any other Person. To the extent permitted under Applicable Law, Agent may bid Obligations, in whole or part, at any foreclosure, trustee or other assetssale, including any private sale, and the amount of such bid need not be paid by Agent but shall be credited against the Obligations. To the extent permitted under Applicable Law, the amount of the successful bid at any such setoff sale, whether Agent or any other Person is the successful bidder, shall be conclusively deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf fair market value of the Secured Debt Claimholders agree that prior to an issuance US Collateral, and the difference between such bid amount and the remaining balance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit US Obligations shall be treated as Revolving Credit Collateral andconclusively deemed to be the amount of the Obligations guaranteed under this Section 11, unless notwithstanding that any present or future law or court decision may have the Revolving Credit effect of reducing the amount of any deficiency claim to which Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or Lender might otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, be entitled but for such bidding at any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredsuch sale.

Exercise of Remedies. Set Off (a) So long as the Discharge of Senior Claims has not occurred, even if an event of default has occurred and Tracing remains uncured under the Junior Documents, and whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) the Junior Trustee, the Junior Collateral Agent, and the Mortgage Tax Collateral Agent, to the extent of any interest of the Junior Creditors, and Priorities the Junior Creditors will not exercise or seek to exercise any rights or remedies as a secured creditor (including set-off) with respect to any Common Collateral on account of any Junior Claims, institute any action or proceeding with respect to the Common Collateral, or exercise any remedies against the Common Collateral (including any action of foreclosure), or contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Senior Trustee, Senior Collateral Agent, Mortgage Tax Collateral Agent or any Senior Creditor in Proceeds. respect of Senior Claims, any exercise of any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Junior Trustee, the Junior Collateral Trustee Agent, the Mortgage Tax Collateral Agent or any Junior Creditor is a party, or any other exercise by any such party, of any rights and each Secured Debt Representativeremedies as a secured creditor relating to the Common Collateral under the Senior Documents or otherwise in respect of Senior Claims, for itself and/or or object to the forbearance by or on behalf of the Secured Debt ClaimholdersSenior Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Claims, provided that notwithstanding anything to the contrary in this Section 3.1(a), the Mortgage Tax Collateral Agent shall not be restricted from exercising or seeking to exercise the rights and remedies of a secured creditor with respect to any Common Collateral in respect of Senior Claims, and (ii) the Senior Trustee, the Senior Collateral Agent, the Mortgage Tax Collateral Agent and the Senior Creditors shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the sale, release, disposition, or restrictions with respect to the Common Collateral as a secured creditor without any consultation with or the consent of the Junior Trustee, the Junior Collateral Agent or any Junior Creditor; provided that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Grantor, the Junior Trustee, the Junior Collateral Agent or any Junior Creditor may file a claim or statement of interest with respect to the Junior Claims, (B) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any Senior Collateral Documents in favor of the Senior Trustee, the Senior Collateral Agent or any other Senior Creditor in respect of the Common Collateral, the Junior Trustee, the Junior Collateral Agent or any Junior Creditor may take any action not adverse to the Liens on the Common Collateral securing the Senior Claims in order to preserve, perfect or protect its rights in the Common Collateral, (C) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any Senior Collateral Documents in favor of the Senior Trustee, the Senior Collateral Agent, the Mortgage Tax Collateral Agent or any other Senior Creditor in respect of the Common Collateral, the Junior Trustee, the Junior Collateral Agent or any Junior Creditor shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the Junior Claims, including without limitation any claims secured by the Common Collateral, if any, in each acknowledges case in accordance with the terms of this Agreement, or (D) the Junior Trustee, the Junior Collateral Agent or any Junior Creditor shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement. In exercising rights and agrees thatremedies with respect to the Common Collateral, the Senior Trustee, the Senior Collateral Agent and the Senior Creditors may enforce the provisions of the Senior Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to cause the Grantors to deliver a transfer document in lieu of foreclosure to the Senior Creditors or any nominee of the Senior Creditors, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a mortgagee in any applicable jurisdiction and a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. Upon the Discharge of Senior Claims, the Junior Trustee, the Junior Collateral Agent and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior Creditors, will not be required to release their claims on any Common Collateral that has not been sold or otherwise disposed of in connection with the Discharge of Senior Claims. (b) The Junior Trustee, the Junior Collateral Agent and the Mortgage Tax Collateral Agent (with respect to the Mortgage Tax Collateral Agent solely to the extent of any interest of the Junior Creditors in the Common Collateral) on behalf of themselves and the Junior Creditors, agree that solely as to the Common Collateral, they and each of them will not, in connection with the exercise of any right or remedy with respect to the Common Collateral, receive any Common Collateral or Proceeds of any Common Collateral in respect of Junior Claims, or, upon or in any Insolvency or Liquidation Proceeding (except under any plan of reorganization approved by the Senior Creditors or as provided in section 6.6) with respect to any Grantor as debtor, take or receive any Common Collateral or any Proceeds of Common Collateral in respect of Junior Claims, unless and until the Discharge of Senior Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a) or Section 6.3, the sole right of the Junior Trustee, the Junior Collateral Agent and the Junior Creditors with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of Junior Claims pursuant to the Junior Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Claims has occurred. In addition to the foregoing, the Junior Creditors hereby acknowledge that the Junior Indenture and the Junior Documents permit the Company and the other Grantors to repay, in certain circumstances, Senior Claims with Proceeds from the disposition of the Common Collateral prior to application to repay the Junior Claims, and agree that to the extent the Senior Documents require repayment of the Senior Claims with Proceeds from such dispositions, the Company shall pay such proceeds to the Senior Creditors as so required and each of the Junior Trustee, the Junior Collateral Agent and the Junior Creditors will not take or receive such Proceeds until after so applied. (c) Subject to the proviso in clause (ii) of Section 3.1(a), the Junior Trustee and the Junior Collateral Agent, for themselves and on behalf of the Junior Creditors, agree that the Junior Trustee, the Junior Collateral Agent and the Junior Creditors will not take any action that would hinder any exercise of remedies undertaken by the Senior Trustee, the Senior Collateral Agent, the Mortgage Tax Collateral Agent or the Senior Creditors with respect to the Common Collateral under the Senior Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise and shall release any and all claims in respect of such Common Collateral (except for the right to receive the balance of Proceeds and to be secured by the Common Collateral after Discharge of Senior Claims as described in Section 4.1 and 5.1) so that it may be sold free and clear of the Liens of the Junior Creditors, the Junior Collateral Agent and of the Junior Trustee, on behalf of the Junior Creditors, and the Junior Trustee and the Junior Collateral Agent, for themselves and on behalf of any such Junior Creditors, shall, within ten (10) Business Days of written request by the Senior Collateral Agent, the Senior Trustee or the Mortgage Tax Collateral Agent, execute and deliver to the Senior Collateral Agent such termination statements, releases and other documents as the Senior Collateral Agent, the Senior Trustee or the Mortgage Tax Collateral Agent may request to effectively confirm such release and the Junior Trustee and the Junior Collateral Agent, for themselves and on behalf of the Junior Creditors, hereby irrevocably constitute and appoint the Senior Trustee or the Senior Collateral Agent and any officer or agent of the Senior Trustee or the Senior Collateral Agent, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Junior Trustee, the Junior Collateral Agent or such Junior Creditor or in the Senior Trustee’s or the Senior Collateral Agent’s own name, from time to time in the Senior Trustee’s or the Senior Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 3.1(c), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary to accomplish the purposes of this Section 3.1(c), including any termination statements, endorsements or other instruments of transfer or release. In exercising rights and remedies with respect to the Common Collateral, the Senior Trustee, the Senior Collateral Agent, the Mortgage Tax Collateral Agent and the Senior Creditor may enforce the provisions of the Senior Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to cause the Grantors to deliver a transfer document in lieu of foreclosure to the Senior Creditors or any nominee of the Senior Creditors, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a mortgagee in any applicable jurisdiction and a secured creditor under the Uniform Commercial Code or other laws of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. The Junior Trustee and the Junior Collateral Agent for themselves and on behalf of the Junior Creditors, hereby waive any and all rights they or the Junior Creditors may have as a junior lien creditor or otherwise to object to the manner in which the Senior Trustee, the Senior Collateral Agent, the Mortgage Tax Collateral Agent or the Senior Creditors seek to enforce or collect the Senior Claims or the Liens granted in any of the Common Collateral in respect of Senior Claims, regardless of whether any action or failure to act by or on behalf of the Senior Trustee, the Senior Collateral Agent, the Mortgage Tax Collateral Agent or Senior Creditors is adverse to the interest of the Junior Creditors. The Junior Trustee and the Junior Collateral Agent, for themselves and on behalf of the Junior Creditors, waive the right to commence any legal action or assert in any legal action or in any Insolvency or Liquidation Proceeding any claim against the Mortgage Tax Collateral Agent and/or Senior Creditors seeking damages from the Mortgage Tax Collateral Agent or the Senior Creditors or other relief, by way of specific performance, injunction or otherwise, with respect to any action taken or omitted by the Mortgage Tax Collateral Agent or the Senior Creditors as permitted by this Agreement. (d) The Junior Trustee and the Junior Collateral Agent hereby acknowledge and agree that no covenant, agreement or restriction contained in any Junior Document shall be deemed to restrict in any way the rights and remedies of the Senior Trustee, the Senior Collateral Agent, the Mortgage Tax Collateral Agent or the Senior Creditors with respect to the Common Collateral as set forth in this Agreement and the Senior Documents, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredconsistent with this Agreement.

Exercise of Remedies. Set Off Until the First Lien Obligations have been Paid in Full, the First Lien Agent shall have the exclusive right to manage, perform, and Tracing enforce (or not enforce) the terms of the First Lien Loan Documents with respect to the Collateral, to exercise and enforce all privileges and rights thereunder in such order and manner as it may determine in its sole discretion, including, without limitation, the exclusive right to take or retake control or possession of any Collateral and to make determinations regarding the release, disposition, or restrictions with respect to the Collateral, without any consultation with or the consent of the Second Lien Agent. In that regard, no Second Lien Creditor shall, without the prior written consent of the First Lien Agent (i) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral in respect of any Second Lien Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (ii) contest, protest, or object to any foreclosure proceeding or action brought with respect to the Collateral by the First Lien Agent or any other First Lien Creditor in respect of the First Lien Obligations, or any other exercise by any such party of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise in respect of the First Lien Obligations, or (iii) object to the forbearance by the First Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral in respect of First Lien Obligations. Notwithstanding the foregoing, the Second Lien Agent may, subject to 98.2 of this Agreement, file and defend proofs of claim against the Borrower in any Insolvency Proceeding involving the Borrower. The First Lien Creditors shall not have any liability to any Second Lien Creditor in respect of any Second Lien Creditor's failure to obtain repayment in full of the Second Lien Obligations. Notwithstanding the foregoing, any Second Lien Creditor may exercise or seek to exercise any rights or remedies with respect to any Collateral in respect of any Second Lien Obligations after the passage of a period of [NUMBER] days (the "Standstill Period") from the date of delivery of a written notice to the First Lien Agent of such Second Lien Creditor's intention to exercise such rights, which notice may only be delivered following the occurrence of and Priorities during the continuation of a Second Lien Event of Default; provided that, notwithstanding the foregoing, in Proceeds. Collateral Trustee and each Secured Debt Representativeno event shall any Second Lien Creditor exercise or continue to exercise any such rights or remedies if, for itself and/or on behalf notwithstanding the expiration of the Secured Debt ClaimholdersStandstill Period (a) any First Lien Creditor shall have commenced and be diligently pursuing the exercise of rights and remedies with respect to any of the Collateral, each acknowledges and agrees that, to or (b) an Insolvency Proceeding shall have been commenced in respect of the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Borrower; provided, howeverfurther, that in any Insolvency Proceeding commenced by or against the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit ObligationsBorrower, the relevant Priority Second Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, Creditors may take any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used action expressly permitted by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired98.

Exercise of Remedies. Set Off So long as the Discharge of Senior Lender Claims has not occurred, even if an event of default has occurred and Tracing remains uncured under the Noteholder Collateral Documents, and whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) the Trustee, the Noteholder Collateral Agent, and the Noteholders will not exercise or seek to exercise any rights or remedies as a secured creditor (including set-off) with respect to any Common Collateral on account of any Noteholder Claims, institute any action or proceeding with respect to the Common Collateral, or exercise any remedies against the Common Collateral (including any action of foreclosure), or contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the First-Lien Agent or any Senior Lender in respect of Senior Lender Claims, any exercise of any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Trustee, the Noteholder Collateral Agent, or any Noteholder is a party, or any other exercise by any such party, of any rights and Priorities remedies as a secured creditor relating to the Common Collateral under the Senior Lender Documents or otherwise in Proceeds. Collateral Trustee and each Secured Debt Representativerespect of Senior Lender Claims, for itself and/or or object to the forbearance by or on behalf of the Secured Debt ClaimholdersSenior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims, each acknowledges and agrees that(ii) the First-Lien Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the sale, release, disposition, or restrictions with respect to the Common Collateral as a secured creditor without any consultation with or the consent of the Trustee, the Noteholder Collateral Agent or any Noteholder; provided that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Grantor, the Trustee or any Noteholder may file a statement of interest or proof of claim with respect to the Noteholder Claims, (B) to the extent it (i) would not prevent, restrict or otherwise limit any such Person exercises its rights granted or created hereunder or under any Senior Lender Collateral Documents in favor of setoff against the First-Lien Agent or any Grantors’ Deposit Accounts, Securities Accounts other Senior Lender in respect of the Common Collateral or other assets(ii) is not otherwise inconsistent with the terms of this Agreement, the amount Trustee or any Noteholder may take any action not adverse to the Liens on the Common Collateral securing the Senior Lender Claims in order to preserve, perfect or protect the validity and enforceability of such setoff shall be deemed to be its Liens in the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; providedCommon Collateral, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral (C) to the extent applied it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any Senior Lender Collateral Documents in favor of the First-Lien Agent or any other Senior Lender in respect of the Common Collateral, the Trustee or any Noteholder shall be entitled to payment file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of Secured Debtthe Noteholder Claims, including without limitation any claims secured by the Common Collateral, if any, in each case in accordance with the terms of this Agreement, or (D) the Trustee or any Noteholder shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement. In exercising rights and remedies with respect to the Common Collateral, the First-Lien Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral Trustee upon foreclosure, to cause the Grantors to deliver a transfer document in lieu of foreclosure to the Senior Lenders or any nominee of the Senior Lenders, to incur reasonable expenses in connection with such sale or disposition, and each Secured Debt Representativeto exercise all the rights and remedies of a mortgagee in any applicable jurisdiction and a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. Upon the Discharge of Senior Lender Claims, for itself and/or the Trustee, and the Noteholder Collateral Agent, on behalf of themselves and the Secured Debt Claimholders agree Noteholders, will not be required to release their claims on any Common Collateral that prior to an issuance has not been sold or otherwise disposed of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following in connection with the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredSenior Lender Claims.

Exercise of Remedies. Set Off At all times prior to the Discharge of First Lien Obligations, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Obligor, subject to the other terms and Tracing provisions of this Agreement, neither the Trustee nor the Second Lien Claimholders (nor any representative or agent on their behalf) will exercise or seek to exercise any rights or remedies (including setoff) available to them by virtue of any Lien held by them with respect to any Collateral (including the exercise of any right under any lockbox agreement, control account agreement or similar agreement or arrangement to which the Trustee or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), and Priorities will not contest, protest or object to (or otherwise directly or indirectly hinder or prevent) any Lien Enforcement Action or other action taken for the purpose of protecting or preserving Collateral brought by the First Lien Agent or any First Lien Claimholder with respect to the Collateral, or any other exercise by the First Lien Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral, or object to the forbearance by the First Lien Agent or the First Lien Claimholders from bringing or pursuing any Lien Enforcement Action, other action taken for the purpose of protecting or preserving Collateral, or any other exercise of any rights or remedies relating to the Collateral, in Proceeds. each case so long as such proceeding, Lien Enforcement Action or other right or remedy or forbearance thereof complies with Applicable Law and this Agreement; provided, that if an Event of Default under the Indenture has occurred and is continuing, subject at all times to the provisions of Section 2.1 and Section 3, commencing 180 days after receipt by the First Lien Agent of a copy of (i) notice of such Event of Default to Royalty Sub and (ii) written notice by the Trustee or the Second Lien Claimholders to Royalty Sub declaring its or their intent to take action to enforce its or their Liens on the Collateral Trustee (unless any Obligor is subject to an Insolvency or Liquidation Proceeding by reason of which such declaration and each Secured Debt Representativethe making of such demand is stayed, for itself and/or in which case, commencing on behalf the date of the Secured Debt Claimholderscommencement of such Insolvency or Liquidation Proceeding), each acknowledges the Trustee or the Second Lien Claimholders may take action to enforce its or their Liens on the Collateral, but only so long as the First Lien Agent is not diligently pursuing in good faith the exercise of its enforcement rights or remedies against, or diligently attempting to vacate any stay or enforcement of its Liens on, any material part of the Collateral (including commencement of any reasonable action to foreclose its Liens on any material part of the Collateral, any reasonable action to take possession of any material part of the Collateral or commencement of any reasonable legal proceedings or actions to enforce its Liens against or with respect to any material part of such Collateral) (prompt notice of which shall be given to the Trustee as required pursuant to Section 6.1); provided, further, that (x) in any Insolvency or Liquidation Proceeding commenced by or against any Obligor, the Trustee may file a claim or statement of interest with respect to the Second Lien Obligations and agrees that(y) the Trustee may take any action (not adverse to the Liens on the Collateral securing the First Lien Obligations, or the rights of the First Lien Agent or the First Lien Claimholders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Collateral and to preserve its rights to share in the proceeds of the Collateral in accordance with the terms of this Agreement. Prior to the Discharge of First Lien Obligations, in any sale or other disposition of any of the Collateral by the Trustee or any Second Lien Claimholder, (A) the Trustee or such Second Lien Claimholder shall conduct such sale or other disposition in a commercially reasonable manner and (B) any Collateral or proceeds thereof received by the Trustee or such Second Lien Claimholders in connection with such sale or other disposition shall, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held required under Section 3 and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied permitted under Applicable Law, be segregated and held in trust and forthwith paid over, without recourse, representation or warranty, to payment the Collection Agent for application in accordance with Section 3 in the same form as received, with any necessary endorsements or as a court of Secured Debtcompetent jurisdiction may otherwise direct. In exercising rights and remedies with respect to the Collateral permitted hereunder, the First Lien Agent and the First Lien Claimholders may enforce the provisions of the First Lien Documents and exercise remedies thereunder and the Trustee and each Secured Debt Representative, for itself and/or on behalf the Second Lien Claimholders may enforce the provisions of the Secured Debt Claimholders agree that prior to an issuance Second Lien Documents and exercise remedies thereunder, in each case, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an Enforcement Notice all funds deposited under Account Agreements and then applied agent appointed by them to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of sell or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds dispose of Collateral for purposes upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of determining a secured creditor under the relative priorities in the Collateral which was so acquiredUCC and of a secured creditor under Bankruptcy Laws.

Exercise of Remedies. Set Off Subject only to any express provisions of this Agreement or the Credit Agreements that require a Creditor to take or refrain from taking any action, each Creditor may exercise its discretion with respect to exercising or refraining from exercising any of its rights and Tracing remedies or taking any enforcement action with respect to the Collateral which is specifically pledged under such Creditor’s respective Credit Documents. YA Global agrees not to take any action against any Account Receivable so long as the Landry Marks Debt is outstanding and this Agreement remains in effect. Landry Marks agrees, except as expressly set forth herein, not to take any action against the YA Global Collateral (other than all Accounts Receivable) so long as the indebtedness owing from Borrower to YA Global pursuant to the YA Global Credit Documents remains outstanding and this Agreement remains in effect. The parties agree that YA Global may at its option take any action to accelerate payment of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf all or any portion of the Secured Debt Claimholdersindebtedness owing by Borrower to YA Global and to foreclose or realize upon or enforce any of the YA Global Collateral (other than any Accounts Receivable) and to exercise any other rights YA Global may have, each acknowledges and agrees that, to without the extent any such Person exercises its rights prior consent of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Landry Marks; provided, howeverthat YA Global shall not take any action to foreclose or realize upon or to enforce any of its rights with respect to security interests and Liens granted by Borrower in or on any of the Landry Marks Collateral. Additionally, the parties agree that Landry Marks may at its option take any action to accelerate payment of all or any portion of the Landry Marks Debt and to foreclose or realize upon or enforce any of the Landry Marks Collateral and to exercise any other rights Landry Marks may have, without the prior consent of YA Global; provided, that Landry Marks may not take any action to foreclose or realize upon or to enforce any of its rights with respect to security interests and Liens granted by Borrower in or on the foregoing shall not apply to any setoff by any such Person against any Shared YA Global Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredthan Accounts Receivable.

Exercise of Remedies. Set Off (a) So long as the Discharge of First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Holdings, the Borrower or any other Grantor: (i) the Second-Lien Collateral Agent and Tracing the other Second-Lien Creditors will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, if any, to which the Second-Lien Collateral Agent or any Second-Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and Priorities any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the First-Lien Collateral Agent or any other First-Lien Creditor or any other exercise by the First-Lien Collateral Agent or any other First-Lien Creditor, of any rights and remedies relating to the Collateral under the First-Lien Credit Documents or otherwise, or object to the forbearance by the First-Lien Collateral Agent or the other First-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; and (ii) the First-Lien Collateral Agent shall have the exclusive right, and the Required other First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second-Lien Collateral Agent or any other Second-Lien Creditor, all as though the Liens of the Second-Lien Collateral Agent under the Second-Lien Documents did not exist; provided, that (A) in Proceedsany Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, the Second-Lien Collateral Agent may file a claim or statement of interest with respect to the Second-Lien Obligations, (B) the Second-Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral securing the First-Lien Obligations, or the rights of the First-Lien Collateral Agent or the other First-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Collateral in accordance with the terms of this Agreement and (C) the Second-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second-Lien Creditors, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement. In exercising rights and remedies with respect to the Collateral, the First-Lien Collateral Trustee Agent and the other First-Lien Creditors may enforce the provisions of the First-Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each Secured Debt Representativeother Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Credit Documents), agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral, unless and until the Discharge of First-Lien Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First-Lien Obligations has occurred, the sole right of the Second-Lien Collateral Agent and the other Second-Lien Creditors with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second-Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the First-Lien Obligations has occurred in accordance with the terms of the Second-Lien Credit Documents and applicable law. (c) The Second-Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt ClaimholdersSecond-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Credit Documents), (i) agrees that the Second-Lien Collateral Agent and the other Second-Lien Creditors will not take any action that would hinder, delay, limit or prohibit any exercise of remedies with respect to the Collateral under the First-Lien Credit Documents, including any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the First-Lien Obligations to the Second- Lien Obligations or grant the Liens securing the Second-Lien Obligations equal ranking to the Liens securing the First-Lien Obligations and (ii) hereby waives any and all rights it or the Second-Lien Creditors may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First-Lien Collateral Agent or the other First-Lien Creditors seek to enforce or collect on the Liens granted in any of the First-Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First-Lien Collateral Agent or First-Lien Creditors is adverse to the interest of the Second-Lien Creditors. (d) The Second-Lien Collateral Agent hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Second-Lien Security Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Second-Lien Credit Document shall be deemed to be restrict in any way the Revolving Credit rights and remedies of the First-Lien Collateral to be held and distributed pursuant to Section 4.3; provided, however, that Agent or the foregoing shall not apply to any setoff by any such Person against any Shared Collateral other First-Lien Creditors with respect to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives set forth in this Agreement and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving First-Lien Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredDocuments.

Exercise of Remedies. Set Off and Tracing of and Priorities (a) Until the date on which all the Senior Obligations shall have been paid in Proceeds. Collateral Trustee and each Secured Debt full, the Senior Representative, for itself and/or on behalf in its sole discretion and to the exclusion of the Secured Debt ClaimholdersSubordinated Representatives, each acknowledges and agrees that, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateralhave, whether or not deposited any default under Account Agreements, which are used by the Indenture shall have occurred and be continuing and both before and after the commencement of any Grantor proceeding referred to acquire other property which is Collateral shall not (as among the Revolving Credit Agentin Section 7.03(a), the sole and exclusive right to direct the Security Trustee to take all action with respect to the Collateral, including the right to exercise or direct voting or other consensual rights, to foreclose or forebear from foreclosure in respect of the Collateral Trusteeand to accept the Collateral in full or partial satisfaction of any Senior Obligation, all in accordance with the terms of this Agreement. The Subordinated Representatives agree that, until the Senior Obligations have been paid in full, the Secured Debt only right of the Subordinated Creditors under this Agreement is for the Subordinated Obligations to be secured by the Collateral for the period and to the extent provided for herein or in the Indenture and to receive a share of the proceeds of the Collateral, if any, subject to payment priorities set forth in Section 3.09 of the Indenture. (b) The Subordinated Representatives agree that, so long as any of the Senior Obligations shall remain unpaid, they and the Subordinated Creditors will not commence, or join with any creditor other than the Security Trustee and the Senior Creditors in commencing, any enforcement, collection, execution, levy or foreclosure proceeding with respect to the Collateral or proceeds of Collateral. Upon request by the Senior Representative, the Subordinated Representatives and the various Claimholders) be treated as proceeds Subordinated Creditors will, at the expense of Collateral for purposes of determining the relative priorities Issuer, join in enforcement, collection, execution, levy or foreclosure proceedings and otherwise cooperate fully in the maintenance of such proceedings by the Security Trustee, including by executing and delivering all such consents, pleadings, releases and other documents and instruments as the Security Trustee may reasonably request in connection therewith, it being understood that the conduct of such proceedings shall at all times be under the exclusive control of the Security Trustee acting upon the directions of the Senior Representative. (c) The Subordinated Representatives agree, upon written request by the Senior Representative, to release the liens and security interests in favor of the Subordinated Creditors in any Collateral which was so acquiredand to execute and deliver all such directions, consents, pleadings, releases and other documents and instruments as the Senior Representative may reasonably request in connection therewith, upon any sale, lease, transfer or other disposition of such Collateral or part thereof in accordance with, or for application of proceeds pursuant to, Sections 7.01(a) and 7.02(a). (d) The Subordinated Representatives agree that neither they nor any Subordinated Creditors will contest, or bring (or join in) any action or proceeding for the purpose of contesting, the validity, perfection or priority of, or seeking to avoid, the rights of the Senior Representative or the Senior Creditors in or with respect to the Collateral.

Exercise of Remedies. Set Off (a) If an Event of Default shall have occurred and Tracing be continuing, the Collateral Agent (at the written direction of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representativethe Majority Lenders, for itself and/or on behalf of the Secured Debt ClaimholdersParties) shall be permitted and authorized to take such actions as are specified by such Majority Lenders, including any and all actions (and the exercise of any and all rights, remedies and options) which any Secured Party or any Agent may have under the Loan Documents or under Law, either through itself or a special purpose entity, including the ability to cure any Event of Default, to exercise the right to credit bid the Loans at any sale of the Collateral, whether under any bankruptcy law or in foreclosure of the Liens granted to Collateral Agent for the benefit of the Secured Parties, or, so long as some or all of the Obligations are then due and payable, to foreclose on the Liens granted under the Collateral Documents and exercise the right of such Agent to sell the Collateral or any part thereof (or accept a deed in lieu of foreclosure) and sell, lease or otherwise realize upon the other property mortgaged, pledged and assigned to the Collateral Agent under the Collateral Documents (any such written request from the Majority Lenders, a “Remedies Direction”). No Secured Party shall have any right to direct any Agent to take any action in respect of the Collateral other than in accordance with the terms hereof. The Collateral is vested in and held by the Collateral Agent or its agent (for the benefit of the Secured Parties) and only the Collateral Agent, acting on the written instructions of the Majority Lenders, has the right to take actions (and exercise rights, remedies and options) with respect to the Collateral. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, nothing herein shall preclude any Secured Party from enforcing (or refraining to enforce) the provisions of its Loan Document in respect of the property, assets or other rights described in Section 4.03, and no such action (or inaction) shall require the consent or approval of (or notification to) any Person other than such Secured Party. If the Collateral Agent receives a Remedies Direction directing the Collateral Agent to commence a Foreclosure Action, the Collateral Agent shall notify each acknowledges other Secured Party of such Remedies Direction. (b) Any action (including any Foreclosure Action) which has been requested pursuant to a Remedies Direction may be modified, supplemented, terminated and/or countermanded if the Collateral Agent shall have received either (i) a written revocation notice from the Majority Lenders or (ii) a written notice from the Majority Lenders which contains different or supplemental directions with respect to such action. (c) At the direction of the Majority Lenders pursuant to a Remedies Direction, the Collateral Agent shall seek to enforce the Collateral Documents and agrees thatto realize upon the Collateral and, in the case of any Event of Default under Section 10.01(e) (Involuntary Bankruptcy; Appointment of Receiver, etc.) or Section 10.01(f) (Voluntary Bankruptcy; Appointment of Receiver, etc.) of the Loan Agreement in respect of any Loan Party of which the Collateral Agent has been notified in writing by the Administrative Agent (to the extent any such Person exercises its rights a Responsible Officer of setoff against any Grantors’ Deposit Accountsthe Administrative Agent has actual knowledge or written notice thereof), Securities Accounts or other assets, to seek to enforce the amount claims of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Secured Parties under the Loan Documents in respect thereof; provided, however, that the foregoing Collateral Agent shall not apply be obligated to follow any Remedies Direction as to which the Collateral Agent has received a written opinion of counsel to the effect that such Remedies Direction is in conflict with any provisions of Law, this Agreement or any other Loan Document or any order of any court or Governmental Authority. The Collateral Agent shall not, under any circumstances, be liable to any setoff by other Secured Party or any such other Person against any Shared Collateral to for following the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf written directions of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredMajority Lenders.

Exercise of Remedies. Set Off (a) So long as the Discharge of Senior Claims has not occurred, even if an event of default has occurred and Tracing remains uncured under the Junior Noteholder Collateral Documents, and whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) the Junior Trustees, the Junior Noteholder Collateral Agents, and the Mortgage Tax Collateral Agent, to the extent of any interest of the Junior Noteholders, and Priorities the Junior Noteholders will not exercise or seek to exercise any rights or remedies as a secured creditor (including set-off) with respect to any Common Collateral on account of any Junior Noteholder Claims, institute any action or proceeding with respect to the Common Collateral, or exercise any remedies against the Common Collateral (including any action of foreclosure), or contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the First-Lien Administrative Agent, Senior Credit Agent, any Senior Lender, the Mortgage Tax Collateral Agent, the Senior Trustee, the Senior Noteholder Collateral Agent or any Senior Noteholder in Proceeds. respect of Senior Claims, any exercise of any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Junior Trustee, any Junior Noteholder Collateral Trustee Agent, the Mortgage Tax Collateral Agent or any Junior Noteholder is a party, or any other exercise by any such party, of any rights and each Secured Debt Representativeremedies as a secured creditor relating to the Common Collateral under the Senior Lender Documents, for itself and/or the Senior Noteholder Documents or otherwise in respect of Senior Claims, or object to the forbearance by or on behalf of the Secured Debt ClaimholdersSenior Lenders or the Senior Noteholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Claims; provided that notwithstanding anything to the contrary in this Section 3.1(a), the Mortgage Tax Collateral Agent shall not be restricted from exercising or seeking to exercise the rights and remedies of a secured creditor with respect to any Common Collateral in respect of Senior Claims, and (ii) the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent and the Senior Noteholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the sale, release, disposition, or restrictions with respect to the Common Collateral as a secured creditor without any consultation with or the consent of any Junior Trustee, any Junior Noteholder Collateral Agent or any Junior Noteholder; provided that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Grantor, any Junior Trustee or any Junior Noteholder may file a claim or statement of interest with respect to the Junior Noteholder Claims, (B) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any Senior Lender Collateral Documents in favor of the First-Lien Administrative Agent or any other Senior Lender in respect of the Common Collateral or under any Senior Noteholder Collateral Documents in favor of the Senior Noteholder Collateral Agent, the Mortgage Tax Collateral Agent or any Senior Noteholders in respect of the Common Collateral, any Junior Trustee or any Junior Noteholder may take any action not adverse to the Liens on the Common Collateral securing the Senior Claims in order to preserve, perfect or protect its respective rights in the Common Collateral, (C) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any Senior Lender Collateral Documents in favor of the First-Lien Administrative Agent, the Mortgage Tax Collateral Agent, the Senior Credit Agent, or any other Senior Lender in respect of the Common Collateral or under any Senior Noteholder Collateral Documents in favor of the Senior Noteholder Collateral Agent or any Senior Noteholders in respect of the Common Collateral, any Junior Trustee or any Junior Noteholder shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the Junior Noteholder Claims, including without limitation any claims secured by the Common Collateral, if any, in each acknowledges case in accordance with the terms of this Agreement, or (D) any Junior Trustee or any Junior Noteholder shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement. In exercising rights and agrees thatremedies with respect to the Common Collateral, the First-Lien Administrative Agent, the Senior Credit Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent and the Senior Noteholders may enforce the provisions of the Senior Lender Documents or the Senior Noteholder Documents, as applicable, and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to cause the Grantors to deliver a transfer document in lieu of foreclosure to the Senior Lenders or any nominee of the Senior Lenders (or, if the Discharge of the Senior Lender Claims has occurred, to the Senior Noteholders or any nominee of the Senior Noteholders), to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a mortgagee in any applicable jurisdiction and a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. Upon the Discharge of Senior Claims, the Junior Trustees, the Junior Noteholder Collateral Agents and the Mortgage Tax Collateral Agent, on behalf of themselves and the Junior Noteholders, will not be required to release their claims on any Common Collateral that has not been sold or otherwise disposed of in connection with the Discharge of Senior Claims. (b) The Junior Trustees and the Junior Noteholder Collateral Agents and the Mortgage Tax Collateral Agent (with respect to the Mortgage Tax Collateral Agent solely to the extent of any interest of the Junior Noteholders in the Common Collateral) on behalf of themselves and the Junior Noteholders, agree that solely as to the Common Collateral, they and each of them will not, in connection with the exercise of any right or remedy with respect to the Common Collateral, receive any Common Collateral or Proceeds of any Common Collateral in respect of Junior Noteholder Claims, or, upon or in any Insolvency or Liquidation Proceeding (except under any plan of reorganization approved by the Senior Creditors or as provided in section 6.6) with respect to any Grantor as debtor, take or receive any Common Collateral or any Proceeds of Common Collateral in respect of Junior Noteholder Claims, unless and until the Discharge of Senior Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a) or Section 6.3, the sole right of the Junior Trustees, the Junior Noteholder Collateral Agents and the Junior Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of Junior Noteholder Claims pursuant to the Junior Noteholder Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Claims has occurred. In addition to the foregoing, the Junior Noteholders hereby acknowledge that the Junior Indentures and the Junior Noteholder Documents permit the Company and the other Grantors to repay Senior Claims with Proceeds from the disposition of the Common Collateral prior to application to repay the Junior Noteholders Claims, and agree that to the extent the Senior Lender Documents or the Senior Noteholder Documents require repayment of the Senior Claims with Proceeds from such dispositions, the Company shall pay such Proceeds to the Senior Creditors as so required and each of the Junior Trustees, the Junior Noteholder Collateral Agents and the Junior Noteholders will not take or receive such Proceeds until after so applied. (c) Subject to the proviso in clause (ii) of Section 3.1(a), the Junior Trustees and the Junior Noteholder Collateral Agents, for themselves and on behalf of the Junior Noteholders, agree that the Junior Trustees, the Junior Noteholder Collateral Agents and the Junior Noteholders will not take any action that would hinder any exercise of remedies undertaken by the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent or the Senior Noteholders with respect to the Common Collateral under the Senior Lender Documents or the Senior Noteholder Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise and shall release any and all claims in respect of such Common Collateral (except for the right to receive the balance of Proceeds and to be secured by the Common Collateral after Discharge of Senior Claims as described in Section 4.1 and 5.1) so that it may be sold free and clear of the Liens of the Junior Noteholders, the Junior Noteholder Collateral Agents and of the Junior Trustees, on behalf of the Junior Noteholders, and the Junior Trustees and the Junior Noteholder Collateral Agents, for themselves and on behalf of any such Junior Noteholder, shall, within ten (10) Business Days of written request by the Senior Credit Agent or the Senior Noteholder Collateral Agent, execute and deliver to the Senior Credit Agent or the Senior Noteholder Collateral Agent, as applicable, such termination statements, releases and other documents as such agent may request to effectively confirm such release and the Junior Trustees and the Junior Noteholder Collateral Agents, for themselves and on behalf of the Junior Noteholders, hereby irrevocably constitute and appoint the First-Lien Administrative Agent or the Senior Credit Agent or the Senior Noteholder Collateral Agent or the Senior Trustee, as applicable, and any officer or agent of such Person, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Junior Trustee, such Junior Noteholder Collateral Agent or such holder or in the First-Lien Administrative Agent or the Senior Credit Agent’s or the Senior Noteholder Collateral Agent’s or the Senior Trustee’s, as applicable, own name, from time to time in the First-Lien Administrative Agent or the Senior Credit Agent’s or the Senior Noteholder Collateral Agent’s or the Senior Trustee’s discretion, for the purpose of carrying out the terms of this Section 3.1(c), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary to accomplish the purposes of this Section 3.1(c), including any termination statements, endorsements or other instruments of transfer or release. In exercising rights and remedies with respect to the Common Collateral, the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent and the Senior Noteholders may enforce the provisions of the Senior Lender Documents or the Senior Noteholder Documents, as applicable, and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to cause the Grantors to deliver a transfer document in lieu of foreclosure to the Senior Lenders or any nominee of the Senior Lenders or the Senior Noteholders or any nominee of the Senior Noteholders, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a mortgagee in any applicable jurisdiction and a secured creditor under the Uniform Commercial Code or other laws of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. The Junior Trustees and the Junior Noteholder Collateral Agents for themselves and on behalf of the Junior Noteholders, hereby waive any and all rights they or the Junior Noteholders may have as a junior lien creditor or otherwise to object to the manner in which the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent or the Senior Noteholders, seek to enforce or collect the Senior Claims or the Liens granted in any of the Common Collateral in respect of Senior Claims, regardless of whether any action or failure to act by or on behalf of the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent or the Senior Noteholders is adverse to the interest of the Junior Noteholders. The Junior Trustees and the Junior Noteholder Collateral Agents, for themselves and on behalf of the Junior Noteholders, waive the right to commence any legal action or assert in any legal action or in any Insolvency or Liquidation Proceeding any claim against the Mortgage Tax Collateral Agent, the Senior Noteholders and/or Senior Lenders seeking damages from the Mortgage Tax Collateral Agent, Senior Noteholders or the Senior Lenders or other relief, by way of specific performance, injunction or otherwise, with respect to any action taken or omitted by the Mortgage Tax Collateral Agent, Senior Noteholders or the Senior Lenders as permitted by this Agreement. (d) The Junior Trustees and the Junior Noteholder Collateral Agents hereby acknowledge and agree that no covenant, agreement or restriction contained in any Junior Noteholder Document shall be deemed to restrict in any way the rights and remedies of the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent, the Senior Lenders, the Senior Trustee, the Senior Noteholder Collateral Agent or the Senior Noteholders with respect to the Common Collateral as set forth in this Agreement, the Senior Lender Documents and the Senior Noteholder Documents, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredconsistent with this Agreement.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities in Proceeds. Collateral First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor: (i) the Second-Lien Trustee and the other Second-Lien Creditors will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second-Lien Trustee or any Second-Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the First-Lien Collateral Agent or any other First-Lien Creditor or any other exercise by the First-Lien Collateral Agent or any other First-Lien Creditor, of any rights and remedies relating to the Collateral under the First-Lien Credit Documents or otherwise, or object to the forbearance by the First-Lien Collateral Agent or the other First-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; and (ii) the First-Lien Collateral Agent shall have the exclusive right, and the other Required First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second-Lien Trustee or any other Second-Lien Creditor, all as though the Second-Lien Obligations did not exist; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, the Second-Lien Trustee may file a claim or statement of interest with respect to the Second-Lien Obligations, (B) the Second-Lien Trustee may take any action (not adverse to the prior Liens on the Collateral securing the First-Lien Obligations, or the rights of the First-Lien Collateral Agent or the other First-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Collateral in accordance with the terms of this Agreement and (C) the Second-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second-Lien Creditors, including any claim secured by the Collateral, if any, in each Secured Debt Representativecase in accordance with the terms of this Agreement. In exercising rights and remedies with respect to the Collateral, the First-Lien Collateral Agent and the other First-Lien Creditors may enforce the provisions of the First-Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) The Second-Lien Trustee, on behalf of itself and the Second-Lien Creditors, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral, unless and until the Discharge of First-Lien Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First-Lien Obligations has occurred, the sole right of the Second-Lien Trustee and the other Second-Lien Creditors with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second-Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the First-Lien Obligations has occurred in accordance with the terms of the Second-Lien Note Documents and applicable law. (c) The Second-Lien Trustee, for itself and/or and on behalf of the Secured Debt ClaimholdersSecond-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), (i) agrees that the Second-Lien Trustee and the other Second-Lien Creditors will not take any action that would hinder, delay, limit or prohibit any exercise of remedies under the First-Lien Credit Documents, including any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the First-Lien Obligations to the Second-Lien Obligations or grant the Liens securing the Second-Lien Obligations equal ranking to the Liens securing the First-Lien Obligations and (ii) hereby waives any and all rights it or the Second-Lien Creditors may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First-Lien Collateral Agent or the other First-Lien Creditors seek to enforce or collect the First-Lien Obligations or the Liens granted in any of the First-Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First-Lien Collateral Agent or First-Lien Creditors is adverse to the interest of the Second-Lien Creditors. (d) The Second-Lien Trustee hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Second-Lien Security Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Second-Lien Credit Document shall be deemed to be restrict in any way the Revolving Credit rights and remedies of the First-Lien Collateral to be held and distributed pursuant to Section 4.3; provided, however, that Agent or the foregoing shall not apply to any setoff by any such Person against any Shared Collateral other First-Lien Creditors with respect to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives set forth in this Agreement and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving First-Lien Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredDocuments.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) neither the Trustee nor any Noteholder will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral in Proceeds. respect of any Noteholder Claims, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf by the Intercreditor Agent or any Senior Lender in respect of the Secured Debt ClaimholdersSenior Lender Claims, each acknowledges and agrees thatthe exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee's letter or similar agreement or arrangement, or other comparable Noteholder Collateral Document, to which the extent Trustee or any Noteholder either is a party or may have rights as a third party beneficiary, or any other exercise by any such Person exercises its party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise in respect of setoff against Senior Lender Claims, or (z) object to the forbearance by the Senior Lenders from bringing or pursuing any Grantors’ Deposit Accounts, Securities Accounts foreclosure proceeding or action or any other assetsexercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the amount Intercreditor Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Trustee or any Noteholder; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the foregoing Company or any other Grantor, the Trustee may file a claim or statement of interest with respect to the Noteholder Claims and (B) the Trustee may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Intercreditor Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral subject to the limitations set forth in Section 6.3. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not apply occurred, the Trustee, on behalf of itself and each Noteholder, agrees that it will not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any setoff by any such Person against any Shared Common Collateral in respect of Noteholder Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of Noteholder Claims pursuant to the Noteholder Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. Collateral Trustee and each Secured Debt Representativethe proceeds thereof, if any, after the Discharge of the Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) the Trustee, for itself and/or and on behalf of each Noteholder, agrees that neither the Trustee nor any Noteholder will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) the Trustee, for itself and on behalf of each Noteholder, hereby waives any and all rights it or any Noteholder may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied Intercreditor Agent or Senior Lenders is adverse to the Revolving Credit Obligations interests of the Noteholders. (d) The Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Noteholder Document shall be treated as Revolving Credit Collateral and, unless deemed to restrict in any way the Revolving Credit rights and remedies of the Intercreditor Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge Senior Lenders with respect to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Senior Lender Collateral Trustee, the Secured Debt Representatives as set forth in this Agreement and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredSenior Lender Documents.

Exercise of Remedies. Set Off (a) Upon the occurrence and Tracing during the continuance of any Event of Default, and Priorities in Proceeds. Collateral Trustee after the Administrative Agent’s receipt of written instructions for an Exercise of Remedies from the Required First Out Lenders (such written instructions, the “First Out Remedies Instruction” and each Secured Debt Representative, for itself and/or on behalf the date of the Secured Debt ClaimholdersAdministrative Agent’s receipt of such written instructions, the “First Out Remedies Instruction Date”), the Required First Out Lenders shall have the exclusive right to direct the Administrative Agent in writing to take one or more Exercise of Remedies and the Administrative Agent shall commence (as if directed by the Required Lenders), and diligently pursue in good faith an Exercise of Remedies as directed in writing by the Required First Out Lenders. The Administrative Agent shall promptly deliver each acknowledges First Out Remedies Instruction from the Required First Out Lenders to each other Lender. (b) Notwithstanding anything to the contrary in this Agreement, the Last Out Lenders shall in no event be permitted to deliver written instructions for an Exercise of Remedies to the Administrative Agent prior to the date of the TLA/TLB Repayment Event. (c) Notwithstanding receipt by the Administrative Agent of a First Out Remedies Instruction delivered as provided in Section 2(a) hereof, the obligations of the Administrative Agent under this Section 2 shall be subject to the rights and agrees thatbenefits of the Administrative Agent in the Credit Agreement and the other Loan Documents. The Administrative Agent, in any case, shall not be required to pursue an Exercise of Remedies with respect to an Event of Default that has been cured or waived. (d) Prior to the date of the TLA/TLB Repayment Event, the Administrative Agent shall pursue an Exercise of Remedies only at the direction of the Required First Out Lenders in accordance with this Agreement; provided that nothing in this Section 2 shall be construed to prohibit or limit the Administrative Agent from exercising any rights and remedies under the Loan Documents to the extent directed by (i) all Lenders or (ii) the Required First Out Lenders. (e) No Last Out Lender will take any action that would hinder, delay or otherwise interfere with any Exercise of Remedies directed by the Required First Out Lenders in accordance with this Agreement or contest the priority, perfection or avoidability of any Lien securing the Obligations. (f) Each Lender waives all rights to object to the manner that the Administrative Agent seeks the Exercise of Remedies so long as such Exercise of Remedies is otherwise in accordance with this Agreement and the Loan Documents. (g) Upon the occurrence and during the continuation of an Event of Default, subject to the other terms of this Agreement and notwithstanding anything contained in the Credit Agreement or any other Loan Document to the contrary, the following actions may be taken by the Administrative Agent acting at the direction of the Required First Out Lenders and such actions do not constitute the Exercise of Remedies: (i) legal action within thirty (30) days of the expiration of, and solely to the extent necessary to prevent the running of, any applicable statute of limitation or similar restriction on claims under applicable law (provided that no monetary damages, other monetary relief or Proceeds of Collateral are received or retained in connection therewith in contravention of the terms of this Agreement); (ii) the filing of responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the Obligations, so long as such pleading is not otherwise in contravention of the terms of this Agreement; (iii) any action to assert a compulsory crossclaim or counterclaim against any Loan Party (provided that no monetary damages, other monetary relief or Proceeds of Collateral are received or retained in connection therewith in contravention of the terms of this Agreement); (iv) during an Insolvency Proceeding (1) the voting on any Plan, (2) the filing of any proof of claim, and (3) the making of any other filings or arguments and motions that are, in each case under this Section 2(g)(iv), in accordance with and not in contravention of any of the terms of this Agreement or the Loan Documents; (v) any action taken in accordance with, and to enforce the terms of, any intercreditor or subordination agreement with any Person (other than a Loan Party) with respect to any indebtedness, Liens or other obligations subordinated to the Obligations (provided that (1) prior written notice of such action is provided to the Lenders, (2) no such action includes any Exercise of Remedies, (3) any payment or other property received, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts resulting from a payment or other assetstransfer of property or an interest in property of a Loan Party, the amount of such setoff shall will be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral remitted to the extent applied to payment of Secured Debt. Collateral Trustee Administrative Agent and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations in accordance with the terms of this Agreement and (4) any other payments received in connection with such action will otherwise be subject to the terms of such subordination agreement with any other Person, any related intercreditor or subordination agreement with the Administrative Agent, and this Agreement); (vi) engagement of consultants, valuation firms, investment bankers and other advisors and perform or engage third parties to perform audits, examinations and appraisals of the Collateral and not for purpose of marketing or conducting a disposition of such Collateral, in each case pursuant to the terms of this Agreement, the Loan Documents and applicable law so long as taking any such action does not hinder, delay or otherwise interfere with the Exercise of Remedies by the Administrative Agent in any material respect; and (vii) solicitation of bids from and/or retaining third parties in preparation of conducting any liquidation of all or a material portion of the Collateral (but not taking any further steps to actively market or to conduct any such liquidation). Notwithstanding anything to the contrary contained in this Agreement, (x) nothing contained in this Section 2 shall prevent the Required First Out Lenders from giving a Waterfall Activation Notice at any time after the occurrence and during the continuance of a Waterfall Triggering Event and (y) the Last Out Lenders shall retain any and all rights acting solely in their respective capacities as holders of Equity Interests and/or Third Lien Notes, or as unsecured creditors of any of the Loan Parties; provided that (x) such rights as holders of unsecured creditors are not based on their status as secured creditors, (y) such rights in their capacities as holders of Equity Interests and/or Third Lien Notes or unsecured creditors are not otherwise inconsistent with the terms and provisions of this Agreement and (y) in the event that any Last Out Lender 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 Obligations, such judgment Lien shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge subject to the contrary, any claim that payments made to Revolving Credit Agent (or, following terms of this Agreement for all purposes as the Discharge of Revolving Credit Obligations, other Liens securing the Priority Lien Claimholders) through the bank accounts that Obligations are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredthis Agreement.

Exercise of Remedies. Set Off (a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company, any other Grantor or any other Subsidiary: (i) the Second Lien Agent and Tracing the Second Lien Claimholders will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (including the exercise of any right under any account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Agent or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), and Priorities in Proceeds. Collateral Trustee will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Agent or any First Lien Claimholder or any other exercise by the First Lien Agent or any First Lien Claimholder, of any rights and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, remedies relating to the extent First Lien Collateral or otherwise, or object to the forbearance by the First Lien Agent or the First Lien Claimholders from bringing or pursuing any such Person exercises its foreclosure proceeding or action or any other exercise of any rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, remedies relating to the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3First Lien Collateral; provided, however, that if an Event of Default (as defined in the foregoing shall not apply Second Lien Credit Agreement (as in effect on the date hereof)) has occurred and for so long as such Event of Default is continuing, subject at all times to the provisions of Sections 2 and 4, commencing 180 days after the receipt by the First Lien Agent of written notice from the Second Lien Agent that such Event of Default has occurred and is existing and that the Second Lien Agent has made written demand to the Company for accelerated payment of the Second Lien Obligations (the “Standstill Period”), the Second Lien Agent may take action to enforce its Liens on the Second Lien Collateral (including the institution of any action or proceeding with respect to its rights or remedies with respect to any setoff by any such Person against any Shared Collateral Second Lien Collateral) upon 10 days’ prior written notice to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that First Lien Agent (which notice may be given prior to an issuance the completion of an Enforcement Notice all funds deposited under Account Agreements and then applied such 180-day period, but not prior to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and150th day of such period); provided, unless the Revolving Credit Agent (orfurther, following the Discharge of Revolving Credit Obligationshowever, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge that notwithstanding anything herein to the contrary, in no event shall the Second Lien Agent or any Second Lien Claimholder accept, take or receive any proceeds of Collateral or otherwise exercise any rights or remedies with respect to the Collateral if, and the Standstill Period shall be extended to include such period (after the expiration of the 180-day period) during which, the First Lien Agent or First Lien Claimholders shall have commenced and be diligently pursuing in good faith the exercise of any of their rights or remedies with respect to all or any material portion of the Collateral (without limiting the generality of the foregoing, including commencement of any action to foreclose its Liens on such Collateral, any action to take possession of such Collateral or commencement of any legal proceedings or actions against or with respect to Collateral) (prompt notice of the initial commencement of such exercise to be given to the Second Lien Agent, provided, that the First Lien Agent shall incur no liability for, and the rights of the First Lien Agent hereunder, its rights in respect of the Collateral, and enforceability of any provision of this Agreement, shall be unaffected by the failure of the First Lien Agent to give any such notice), and provided further that the Standstill Period (x) shall be tolled during any Insolvency or Liquidation Proceeding involving any Grantor and (y) shall be tolled for any period not to exceed 180 days during which there is no Insolvency or Liquidation Period involving any Grantor but due to other circumstances the First Lien Agent believes in good faith that it is prevented by applicable law (including for the avoidance of doubt judicial ruling) from exercising its enforcement rights and remedies against all or any part of the Collateral, provided that in the case of this clause (y) the First Lien Agent is diligently attempting in good faith to obtain relief from such applicable law and is not so prevented by applicable law because of action taken by the First Lien Agent or the First Lien Lenders in violation of applicable law; and (ii) the First Lien Agent and the First Lien Claimholders shall, except as otherwise expressly provided in Section 3.1(a)(i), have the exclusive right to enforce rights, exercise remedies (including set off and the right to credit bid their debt) and except as limited by Section 5.1(b) below, make determinations regarding the release, disposition, or restrictions with respect to the First Lien Collateral without any consultation with or the consent of the Second Lien Agent or any Second Lien Claimholder, and in exercising rights and remedies with respect to the First Lien Collateral, the First Lien Agent and the First Lien Claimholders may enforce the provisions of the First Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of First Lien Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. Notwithstanding anything to the contrary in clauses (a)(i) or (c) of this Section 3.1, in any Insolvency or Liquidation Proceeding commenced by or against Holdings, the Company or any other Grantor, the Second Lien Agent may (A) file a claim or statement of interest with respect to the Second Lien Obligations, (B) take any action, including (x) filing any necessary responsive or defensive pleadings in opposition to any motion or other pleading made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Lien Claimholders (other than any affirmative defense or counterclaim in respect of a claim that payments would not otherwise be permitted to be made under the terms hereof) and (y) voting on any plan of reorganization in accordance with the terms of Section 6.9(c), filing any proof of claim and making any motions permitted under this Agreement with respect to Revolving Credit the Collateral, in each case not adverse to the prior Liens on the First Lien Collateral or the rights of the First Lien Agent or the First Lien Claimholders to exercise remedies in respect thereof, in order to preserve or protect its Lien on the Second Lien Collateral and to preserve its rights to share in the proceeds of the Second Lien Collateral in accordance with the terms of this Agreement, and (orC) seek relief from the automatic stay to the extent permitted by Section 6.2. (b) The Second Lien Agent, following on behalf of itself and the Discharge of Revolving Credit Obligations, the Priority Second Lien Claimholders) through the bank accounts , agrees that are subject to Account Agreements are proceeds of it will not take or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the receive any Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, or any proceeds of Collateral, whether either in connection with the exercise of any right or not deposited under Account Agreementsremedy (including setoff) with respect to any Collateral or otherwise, which are used unless and until the Discharge of First Lien Obligations has occurred, except in accordance with Section 3.1(a) of this Agreement. It is understood and agreed for the avoidance of doubt that any transfer of Collateral pursuant to or in connection with the Second Lien Agent’s exercise of remedies shall be subject to the Liens securing the First Lien Obligations, and any Collateral or proceeds received or recovered by or on behalf of the Second Lien Agent or any Grantor Second Lien Claimholder shall be paid over to acquire other property which the First Lien Agent in accordance with Section 4.2. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except in accordance with Section 3.1(a) of this Agreement, the sole right of the Second Lien Agent and the Second Lien Claimholders with respect to the Collateral is the right to hold a Lien on the Collateral shall not pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein, and, after the Discharge of the First Lien Obligations has occurred, the right to receive a share of the proceeds thereof, if any, in accordance with the terms of the Second Lien Credit Documents and applicable law. (c) Except as among expressly provided in Section 3.1(a) of this Agreement, (i) the Revolving Credit Second Lien Agent, for itself and on behalf of the Collateral TrusteeSecond Lien Claimholders, agrees that the Secured Debt Representatives Second Lien Agent and the various Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Credit Documents, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, and (ii) the Second Lien Agent, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens granted in any of the First Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders. (d) be treated as proceeds of Collateral for purposes of determining the relative priorities The Second Lien Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral which was so acquiredDocuments or any other Second Lien Credit Document shall be deemed to restrict in any way the rights and remedies of the First Lien Agent or the First Lien Claimholders with respect to the First Lien Collateral as set forth in this Agreement and the First Lien Credit Documents.

Exercise of Remedies. Set Off Collateral Access Rights (a) The US Revolving Credit Collateral Agent and Tracing of and Priorities in Proceeds. the Notes Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf Agent agree not to commence Enforcement until the earlier of the Secured Debt Claimholders, each acknowledges and agrees that, date on which (i) an Enforcement Notice has been given to the extent other Agent, and (ii) any Insolvency or Liquidation Proceeding is commenced by or against any Grantor that has not been dismissed. (b) If the Notes Collateral Agent, or any agent or representative of the Notes Collateral Agent, or any third party pursuant to any Enforcement undertaken by the Notes Collateral Agent, or any receiver, shall obtain possession or physical control of any of the Real Estate Assets, the Notes Collateral Agent or, if applicable, any such Person exercises its third party (at such address to be provided by the Notes Collateral Agent in connection with the applicable Enforcement) shall promptly notify the US Revolving Credit Collateral Agent of that fact and the US Revolving Credit Collateral Agent shall, within ten (10) Business Days thereafter, notify the Notes Collateral Agent as to whether it desires to exercise access rights under this Agreement, at which time the parties shall confer in good faith to coordinate with respect to the US Revolving Credit Collateral Agent’s exercise of setoff against any Grantors’ Deposit Accountssuch access rights. Access rights may apply to differing parcels of Real Estate Assets at differing times, Securities Accounts or other assetsin which case, a differing Access Period may apply to each such property. (c) Upon delivery of notice to the Notes Collateral Agent as provided in Section 3.2(b), the amount Access Period shall commence for the subject parcel of Real Estate Assets. During the Access Period or for any period prior to an Access Period when the US Revolving Credit Collateral Agent may have had access and/or use of any Notes Collateral (e.g. pursuant to access granted by a landlord of any Real Estate Asset), the US Revolving Credit Collateral Agent and its agents, representatives and designees shall have a non-exclusive right to have access to, and a rent free right to use, the Notes Collateral for the purpose of arranging for and effecting the sale or disposition of Revolving Credit Primary Collateral, including the production, completion, packaging, shipping and other preparation of such setoff shall be deemed Revolving Credit Primary Collateral for sale or disposition. During any such Access Period (or period prior to be an Access Period), the US Revolving Credit Collateral Agent and its representatives (and persons employed on their behalf), may continue to operate, service, maintain, process and sell the Revolving Credit Primary Collateral, as well as to engage in bulk sales or other liquidations of Revolving Credit Primary Collateral. The US Revolving Credit Collateral to be held Agent shall take proper care of any Notes Collateral that is used by the US Revolving Credit Collateral Agent during the Access Period and distributed pursuant to Section 4.3; providedrepair and replace any damage (ordinary wear-and-tear excepted) caused by the US Revolving Credit Collateral Agent or its agents, however, that representatives or designees and the foregoing US Revolving Credit Collateral Agent shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf comply with all applicable laws in connection with its use or occupancy of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements Notes Collateral. The US Revolving Credit Collateral Agent and then applied to the Revolving Credit Obligations Claimholders shall be treated as indemnify and hold harmless the Notes Collateral Agent and the Notes Claimholders for any injury or damage to Persons or property caused by the acts or omissions of Persons under its control. The US Revolving Credit Collateral andAgent and the Notes Collateral Agent shall cooperate and use reasonable efforts to ensure that their activities during the Access Period as described above do not interfere materially with the activities of the other as described above, unless including the right of the Notes Collateral Agent to commence foreclosure of the Notes Mortgages or to show the Notes Collateral to prospective purchasers and to ready the Notes Collateral for sale. (d) If the Notes Collateral Agent shall foreclose or otherwise sell any of the Notes Collateral, the Notes Collateral Agent will notify the buyer thereof of the existence of this Agreement and that the buyer is acquiring such Notes Collateral subject to the terms of this Agreement. (e) The Grantors hereby agree with the Notes Collateral Agent and the US Revolving Credit Collateral Agent (or, following that the Discharge of US Revolving Credit ObligationsCollateral Agent shall have access, during the relevant Priority Lien Representative or Access Period, as described herein and each such Grantor that owns any of the Collateral Trustee) has actual knowledge Mortgaged Premises grants a non-exclusive easement in gross over its property to permit the contrary, any claim that payments made to uses by the US Revolving Credit Collateral Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used contemplated by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredthis Section 3.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities Senior Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, (i) the Junior Lien Lender will not (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in Proceeds. Collateral Trustee and each respect of any Junior Lien Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or other action brought with respect to the Shared Collateral, the exercise of any right by the Senior Lien Representative or any Senior Lien Secured Debt Representative, for itself and/or Party (or any agent or sub-agent on behalf their behalf) in respect of the Senior Lien Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Senior Lien Representative or any Senior Lien Secured Debt ClaimholdersParty either is a party or may have rights as a third party beneficiary, each acknowledges or any other exercise by any such party of any rights and agrees that, remedies relating to the extent Shared Collateral under the Senior Lien Debt Documents, or (z) object to the forbearance by the Senior Lien Secured Parties from bringing or pursuing any such Person exercises its foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Shared Collateral in respect of Senior Lien Obligations and (ii) the Senior Lien Representative and the Senior Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff against and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Shared Collateral without any Grantors’ Deposit Accounts, Securities Accounts consultation with or other assets, the amount consent of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Junior Lien Lender; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Grantor, the foregoing shall Junior Lien Lender may file a claim, proof of claim or statement of interest with respect to the Junior Lien Obligations, (B) the Junior Lien Lender may take any action (not apply adverse to the prior Liens on the Shared Collateral securing the Senior Lien Obligations or the rights of the Senior Lien Representative or the other Senior Lien Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Shared Collateral, (C) the Junior Lien Lender may make a claim for adequate protection, solely to the extent expressly provided in Section 6.03, and the Junior Lien Lender may file any responsive or defensive pleadings in opposition to any setoff motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims or Liens of the Junior Lien Lender or the avoidance of any Junior Priority Lien to the extent not inconsistent with the terms of this Agreement, (D) the Junior Lien Lender may vote on any plan of reorganization or plan of liquidation (or other plans of similar effect under any Bankruptcy Law) proposed in or in connection with any Insolvency or Liquidation Proceeding solely in accordance with Section 6.10(b), and (E) the Junior Lien Lender may take any action in order to create, prove, perfect, preserve, protect and enforce its rights under the Junior Lien Debt Documents including the Junior Lien Collateral Documents to the extent relating to assets that do not constitute Shared Collateral. In exercising rights and remedies with respect to the Senior Lien Collateral, the Senior Lien Representative and the other Senior Lien Secured Parties may enforce the provisions of the Senior Lien Debt Documents and exercise remedies in accordance with the terms thereof, all in such Person against order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code or any other applicable law of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lien Obligations has not occurred, except as expressly provided in the proviso of Section 3.01(a) but subject to Article IV, the Junior Lien Lender agrees that it will not take or receive any Shared Collateral or any Proceeds of Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Shared Collateral in respect of Junior Lien Obligations or in connection with any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lien Obligations has occurred, except as expressly provided in the proviso of Section 3.01(a), the sole right of the Junior Lien Lender with respect to the Shared Collateral is to hold a Lien on the Shared Collateral in respect of Junior Lien Obligations pursuant to the Junior Lien Debt Documents for the period and to the extent applied granted therein and to payment be next to receive Proceeds thereof, if any, after the Discharge of Senior Lien Obligations has occurred. (c) Until the Discharge of Senior Lien Obligations, the Junior Lien Lender (i) agrees that the Junior Lien Lender will not take any action that would hinder any exercise of remedies undertaken by the Senior Lien Representative or any Senior Lien Secured Debt. Collateral Trustee Party with respect to the Shared Collateral, including any sale, lease, exchange, transfer or other disposition of the Shared Collateral, whether by foreclosure or otherwise, and each (ii) hereby waives any and all rights it may have as a junior lien creditor or otherwise to object to the manner in which the Senior Lien Representative or the Senior Lien Secured Debt RepresentativeParties seek to enforce or collect the Senior Lien Obligations or the Liens granted on any of the Shared Collateral, for itself and/or regardless of whether any action or failure to act by or on behalf of the Senior Lien Representative or any other Senior Lien Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied Party is adverse to the Revolving Credit Obligations interests of the Junior Lien Lender. (d) The Junior Lien Lender hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Junior Lien Debt Document shall be treated as Revolving Credit Collateral and, unless deemed to restrict in any way the Revolving Credit Agent (or, following rights and remedies of the Discharge of Revolving Credit Obligations, the relevant Priority Senior Lien Representative or the Collateral Trustee) has actual knowledge Senior Lien Secured Parties with respect to the contrary, any claim that payments made to Revolving Credit Agent Senior Lien Collateral as set forth in this Agreement and the Senior Lien Debt Documents. (or, following e) Until the Discharge of Revolving Credit Senior Lien Obligations, the Priority Senior Lien Claimholders) through Representative shall have the bank accounts that are exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto, in each case in accordance with the terms of the Senior Lien Debt Documents. Following the Discharge of Senior Lien Obligations but subject to Account Agreements are proceeds Section 6.04, the Junior Lien Lender (or any Person authorized by it) shall have the exclusive right to (x) exercise any right or remedy with respect to the Shared Collateral and (y) to direct the time, method and place of exercising or otherwise constitute conducting any proceeding for the exercise of any right or remedy available to the Junior Lien Lender with respect to the Shared Collateral, are waived. Revolving Credit Agentor of exercising or directing the exercise of any trust or power conferred on the Junior Lien Lender, Revolving Claimholders, or for the taking of any other action authorized by the Junior Lien Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredDocuments.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) neither the Trustee nor any Noteholder will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral in Proceeds. respect of any Noteholder Claims, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf by the Intercreditor Agent or any Senior Lender in respect of the Secured Debt ClaimholdersSenior Lender Claims, each acknowledges and agrees thatthe exercise of any right by the Intercreditor Agent or any Senior Lender (or any agent or sub-agent on their behalf) in respect of the Senior Lender Claims under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, or other Comparable Noteholder Collateral Document, to which the extent Trustee or any Noteholder either is a party or may have rights as a third party beneficiary, or any other exercise by any such Person exercises its party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise in respect of setoff against Senior Lender Claims, or (z) object to the forbearance by the Senior Lenders from bringing or pursuing any Grantors’ Deposit Accounts, Securities Accounts foreclosure proceeding or action or any other assetsexercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims and (ii) except as otherwise provided herein, the amount Intercreditor Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Trustee or any Noteholder; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the foregoing Company or any other Grantor, the Trustee may file a claim or statement of interest with respect to the Noteholder Claims and (B) the Trustee may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Intercreditor Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral subject to the limitations set forth in Section 6.3. In exercising rights and remedies with respect to the Senior Lender Collateral, the Intercreditor Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not apply occurred, the Trustee, on behalf of itself and each Noteholder, agrees that it will not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any setoff by any such Person against any Shared Common Collateral in respect of Noteholder Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of Noteholder Claims pursuant to the Noteholder Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. Collateral Trustee and each Secured Debt Representativethe proceeds thereof, if any, after the Discharge of the Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) the Trustee, for itself and/or and on behalf of each Noteholder, agrees that neither the Trustee nor any Noteholder will take any action that would hinder any exercise of remedies undertaken by the Intercreditor Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) the Trustee, for itself and on behalf of each Noteholder, hereby waives any and all rights it or any Noteholder may have as a junior lien creditor or otherwise to object to the manner in which the Intercreditor Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied Intercreditor Agent or Senior Lenders is adverse to the Revolving Credit Obligations interests of the Noteholders. (d) The Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Noteholder Document shall be treated as Revolving Credit Collateral and, unless deemed to restrict in any way the Revolving Credit rights and remedies of the Intercreditor Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge Senior Lenders with respect to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Senior Lender Collateral Trustee, the Secured Debt Representatives as set forth in this Agreement and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredSenior Lender Documents.

Exercise of Remedies. Set Off (a) The provisions of this clause (a) are subject to clause (f) below. So long as the Discharge of First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor: (i) neither (x) the Second-Lien Collateral Agent and Tracing the other Second-Lien Creditors nor (y) the Third-Lien Collateral Agent and the other Third-Lien Creditors, will exercise or seek to exercise any rights or remedies (including, without limitation, setoff) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which any of (x) the Second-Lien Collateral Agent or any Second-Lien Creditor or (y) the Third-Lien Collateral Agent or any Third-Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including, without limitation, any action of foreclosure, enforcement, collection or execution and Priorities any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the First-Lien Collateral Agent or any First-Lien Creditor or any other exercise by the First-Lien Collateral Agent or any First-Lien Creditor, of any rights and remedies relating to the Collateral under the First-Lien Credit Documents or otherwise, or object to the forbearance by the First-Lien Collateral Agent or the First-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; and (ii) the First-Lien Collateral Agent shall have the exclusive right, and the Required First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including, without limitation, set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of any of (x) the Second-Lien Collateral Agent or any Second-Lien Creditor or (y) the Third-Lien Collateral Agent or any Third-Lien Creditor, all as though the Second-Lien Obligations and the Third-Lien Obligations did not exist; provided, that (A) in Proceedsany Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, (x) the Second-Lien Collateral Agent and, if applicable, each other Second-Lien Creditor may file a claim or statement of interest with respect to the Second-Lien Obligations and (y) the Third-Lien Collateral Agent and, if applicable, each other Third-Lien Creditor may file a claim or statement of interest with respect to the Third-Lien Obligations, (B) the Second-Lien Collateral Agent and the Third-Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral securing the First-Lien Obligations, or the rights of the First-Lien Collateral Agent or the First-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect their respective Liens on the Collateral in accordance with the terms of this Agreement and (C) (x) the Second-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second-Lien Creditors and (y) the Third-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Third-Lien Creditors, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement. In exercising rights and remedies with respect to the Collateral, the First-Lien Collateral Trustee Agent and the First-Lien Creditors may enforce the provisions of the First-Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. In any case, and to the extent, that the provisions of following clause (f) are applicable, and enforcement actions are being pursued by the Second-Lien Collateral Agent or any other Second-Lien Creditors prior to the Discharge of First-Lien Obligations, the foregoing provisions of this Section 3.1(a) shall apply with respect to the Third-Lien Collateral Agent and the other Third-Lien Creditors as fully as if the respective enforcement proceeding were being pursued by the First-Lien Collateral Agent or First-Lien Creditors. (b) So long as the Discharge of First-Lien Obligations has occurred, but the Discharge of Second-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor: (i) the Third-Lien Collateral Agent and the other Third-Lien Creditors, will not exercise or seek to exercise any rights or remedies (including, without limitation, setoff) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Third-Lien Collateral Agent or any Third-Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including, without limitation, any action of foreclosure, enforcement, collection or execution and any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the Second-Lien Collateral Agent or any Second-Lien Creditor or any other exercise by the Second-Lien Collateral Agent or any Second-Lien Creditor, of any rights and remedies relating to the Collateral under the Second-Lien Note Documents or otherwise, or object to the forbearance by the Second-Lien Collateral Agent or the Second-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; and (ii) the Second-Lien Collateral Agent shall have the exclusive right, and the Required Second-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including, without limitation, set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Third-Lien Collateral Agent or any Third-Lien Creditor, all as though the Third-Lien Obligations did not exist; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, the Third-Lien Collateral Agent may file a claim or statement of interest with respect to the Third-Lien Obligations, (B) the Third-Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral securing the Second-Lien Obligations, or the rights of the Second-Lien Collateral Agent or the Second-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Liens on the Collateral in accordance with the terms of this Agreement and (C) the Third-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Third-Lien Creditors, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement. In exercising rights and remedies with respect to the Collateral, the Second-Lien Collateral Agent and the Second-Lien Creditors may enforce the provisions of the Second-Lien Note Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, and each Secured Debt Representativeother Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), and the Third-Lien Collateral Agent, on behalf of itself and the Third-Lien Creditors, and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), agree that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including, without limitation, setoff) with respect to any Collateral, unless and until the Discharge of First-Lien Obligations has occurred and, in the case of the Third-Lien Collateral Agent and the Third-Lien Creditors, the Discharge of Second-Lien Obligations has occurred. Without limiting the generality of the foregoing, (x) unless and until the Discharge of First-Lien Obligations has occurred, the sole right of the Second-Lien Collateral Agent and the Second-Lien Creditors with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second-Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the First-Lien Obligations has occurred in accordance with the terms of Section 4 hereof, the Second-Lien Note Documents and applicable law, and (y) unless and until the Discharge of First-Lien Obligations and the Discharge of the Second-Lien Obligations has occurred, the sole right of the Third-Lien Collateral Agent and the Third-Lien Creditors with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Third-Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the First-Lien Obligations and the Discharge of the Second-Lien Obligations has occurred in accordance with the terms of Section 4 hereof, the Third-Lien Credit Documents and applicable law. (i) The Second-Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt ClaimholdersSecond-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents), (x) agrees that the Second-Lien Collateral Agent and the other Second-Lien Creditors will not take any action that would hinder, delay, limit or prohibit any exercise of remedies under the First-Lien Credit Documents, including any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or First-Lien Security Document or subordinate the priority of the First-Lien Obligations to the Second-Lien Obligations or grant the Liens securing the Second-Lien Obligations equal ranking to the Liens securing the First-Lien Obligations and (y) hereby waives any and all rights it or the Second-Lien Creditors may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First-Lien Collateral Agent or the First-Lien Creditors seek to enforce or collect the First-Lien Obligations or the Liens granted in any of the First-Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First-Lien Collateral Agent or First-Lien Creditors is adverse to the interests of the Second-Lien Creditors and/or the Third-Lien Creditors. (ii) The Second-Lien Collateral Agent hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Second-Lien Security Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Second-Lien Note Document shall be deemed to be restrict in any way the Revolving Credit rights and remedies of the First-Lien Collateral to be held and distributed pursuant to Section 4.3; provided, however, that Agent or the foregoing shall not apply to any setoff by any such Person against any Shared Collateral First-Lien Creditors with respect to the extent applied to payment of Secured Debt. Collateral Trustee as set forth in this Agreement and each Secured Debt Representativethe First-Lien Credit Documents. (i) The Third-Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt Claimholders agree Third-Lien Creditors, and each other Third-Lien Creditor (by its acceptance of the benefits of the Third-Lien Credit Documents), (x) agrees that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Third-Lien Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholdersother Third-Lien Creditors will not take any action that would hinder, each agrees thatdelay, prior to an issuance limit or prohibit any exercise of an Enforcement Noticeremedies under the First-Lien Credit Documents or Second-Lien Note Documents, including any proceeds collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or not deposited otherwise, or that would limit, invalidate, avoid or set aside any Lien or First-Lien Security Document or Second-Lien Security Document, or subordinate the priority of the First-Lien Obligations to the Second-Lien Obligations and/or the Third-Lien Obligations, or subordinate the priority of the Second-Lien Obligations to the Third-Lien Obligations or grant the Liens securing the Third-Lien Obligations equal ranking to the Liens securing the First-Lien Obligations or the Second-Lien Obligations and (y) hereby waives any and all rights it or any of the Third-Lien Creditors may have as a junior lien creditor or otherwise (whether arising under Account Agreementsthe UCC or under any other law) to object to the manner in which the First-Lien Collateral Agent or the First-Lien Creditors, which are used or the Second-Lien Collateral Agent or Second-Lien Creditors, seek to enforce or collect the First-Lien Obligations or the Liens granted in any of the First-Lien Collateral or Second-Lien Obligations or the Liens granted in any of the Second-Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First-Lien Collateral Agent or First-Lien Creditors, or the Second-Lien Collateral Agent or Second-Lien Creditors, is adverse to the interests of the Second-Lien Creditors and/or the Third-Lien Creditors. (ii) The Third-Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Third-Lien Security Documents or any Grantor other Third-Lien Credit Document shall be deemed to acquire other property which is restrict in any way the rights and remedies of the First-Lien Collateral Agent or the First-Lien Creditors, or the Second-Lien Collateral Agent or Second-Lien Creditors, with respect to the Collateral as set forth in this Agreement and the First-Lien Credit Documents or Second-Lien Note Documents, as the case may be. (f) Notwithstanding anything to the contrary in the preceding clauses (a) through (e), at any time while a payment default exists with respect to the Second-Lien Obligations following the final maturity of the Second-Lien Obligations, or the acceleration by the relevant Second-Lien Creditors of the maturity of all then outstanding Second-Lien Obligations, and in either case so long as 120 days have elapsed after notice thereof (and requesting that enforcement action be taken with respect to the Collateral) has been received by the First-Lien Collateral Agent and so long as the respective payment default shall not have been cured or waived (as among or the Revolving Credit respective acceleration rescinded), the Second-Lien Collateral Agent, for itself and on behalf of the Collateral TrusteeSecond-Lien Creditors, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.other Second-Lien Creditors may, but only if t

Exercise of Remedies. Set Off and Tracing of and Priorities (a) Notwithstanding anything to the contrary contained in Proceeds. this Agreement, the Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf Agent shall not commence or otherwise take any action or proceeding to realize upon any or all of the Secured Debt ClaimholdersCollateral or exercise any other rights or enforce any other remedies available under the Financing Documents or as a matter of law unless and until a Remedies Notice has been delivered to it pursuant to Section 6.02 and the Remedies Effective Date specified therein has occurred; provided that nothing contained herein shall limit the rights of the Required Creditors (acting through the Intercreditor Agent) to instruct in writing the Collateral Agent to make, or to immediately cease making, any applications from any Pledged Accounts, or the obligation of the Collateral Agent to comply with such instructions or (ii) issue a Notice of Default, in each acknowledges and agrees that, case to the extent any such Person exercises its rights consistent with the Financing Documents. (b) At the direction of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assetsa Remedies Notice, the amount of Collateral Agent, from and after the Remedies Effective Date specified in such setoff Remedies Notice, shall be deemed to be take the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; providedEnforcement Action or Actions specified therein, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral including (to the extent applied specified therein) seeking to payment enforce the Collateral Documents and to realize upon the Collateral or, in the case of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf any Insolvency Proceeding against any of the Secured Debt Claimholders agree Company Group Members, seeking to enforce the claims of the Creditors Parties thereunder; provided that prior the Collateral Agent shall not be obligated to an issuance of an Enforcement follow any Remedies Notice all funds deposited under Account Agreements and then applied as to which the Collateral Agent has not received adequate security or indemnity or to the Revolving Credit Obligations extent that the Collateral Agent has received a written opinion or advice of its counsel to the effect that actions required to be taken by it pursuant to such Remedies Notice are in conflict with any provisions of Applicable Law, this Agreement or any other Financing Document or any order of any Governmental Authority, and the Collateral Agent shall not under any circumstances (except to the extent that any such liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly and primarily from its gross negligence or willful misconduct), be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, liable to any Creditor Party or any other Person for following or refraining from following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trusteewritten directions contained in any Remedies Notice. (c) has actual knowledge In connection with any Enforcement Action with respect to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt ClaimholdersSpringdale Assets, each Creditor Party hereby agrees that, prior that it shall take all reasonable steps necessary to an issuance effectuate the sub-division of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, Springdale Assets from the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredGroup Assets.

Exercise of Remedies. Set Off (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent and Tracing the Second Lien Claimholders: (1) will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including, without limitation, the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Collateral Agent or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure) or take any other Lien Enforcement Action; (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and Priorities remedies relating to the Collateral under the First Lien Loan Documents or otherwise; (3) will not object to the forbearance by the First Lien Collateral Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in Proceedseach case so long as the Liens granted to secure the Second Lien Obligations of the Second Lien Claimholders attach to the proceeds thereof subject to the relative priorities described in Section 2; (4) will not initiate or join in or petition for or vote in favor of any resolution for or instigate or support, any Insolvency or Liquidation Proceeding; and (5) will not: (i) accelerate any payment of all or any of the Second Lien Obligations; (ii) collect the Second Lien Obligations or any part thereof; (iii) enforce any right of repayment of any Second Lien Obligations; or (iv) initiate (or join in) or file or prosecute any proceeding or judicial action with respect to the Second Lien Obligations; provided that, upon 5 Business Days prior written notice to the First Lien Collateral Agent after the Standstill Period, to the extent permitted by the terms of the Second Lien Loan Documents, the Second Lien Collateral Agent may accelerate the Second Lien Obligations and may, subject to the terms of clause (4) above and the other provisions of this Agreement, file and prosecute a lawsuit to collect the Second Lien Obligations. As used in this Section 3.1(a)(5), the term “Standstill Period” means the period beginning on the occurrence of an Event of Default under and as defined in the Second Lien Loan Documents and ending on the date that is 540 days following the latest date after both (1) any Second Lien Collateral Trustee Agent shall have given notice (making specific reference to this Section 3.1(a)(5) and each Secured Debt Representativedescribing such Event of Default that is subject to such notice) to the First Lien Collateral Agent that any such Event of Default under the Second Lien Loan Documents shall have occurred and be continuing and of such Second Lien Collateral Agent’s intent to exercise rights and remedies and (2) the commencement of material work under all of the contracts that any of the Grantors then have entered into as of the time of the delivery of the notice in the preceding clause (1). (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to manage, perform and enforce the terms of the First Lien Loan Documents in respect of the Collateral, to exercise and enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations in its sole discretion regarding the release, disposition, or restrictions with respect to the Collateral, including, without limitation, the exclusive right to take or retake control or possession of the Collateral and to hold, prepare for sale, process, lease, sell, dispose of or liquidate the Collateral, all without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien Claimholder. In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agent and any Second Lien Claimholder may: (1) file a claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof) in order to create, perfect or maintain its Lien on the Collateral, subject to the terms of this Agreement; (3) ask the Company for scheduled payments with respect to Second Lien Obligations required to be made in accordance with the terms of the Second Lien Loan Documents then due and owing but no acceleration of such obligations; (4) exercise any and all of their rights and remedies in respect of conversion to common equity of any Second Lien Obligations; and (5) sell, assign or otherwise transfer any and all of the Second Lien Obligations and their rights relating thereto, subject to and in compliance with the provisions of this Agreement, so long as any such subsequent holder agrees in writing to be bound by the terms of this Agreement. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral, unless and until the Discharge of First Lien Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Section 3.1(c), the sole right of the Second Lien Collateral Agent and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (1) The Second Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt Second Lien Claimholders, each agrees that the Second Lien Collateral Agent and the Second Lien Claimholders will not take any action that would hinder, delay, limit or prohibit any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise or that would limit, invalidate, avoid or set aside any Lien or Collateral Document or subordinate the priority of the First Lien Obligations to the Second Lien Obligations or afford the Liens securing the Second Lien Obligations equal ranking to the Liens securing the First Lien Obligations; (2) the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise (whether arising under the UCC or any other law) to object to the manner in which the First Lien Collateral Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and (3) the Second Lien Collateral Agent hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Second Lien Collateral Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Second Lien Loan Document shall be deemed to be restrict in any way the Revolving rights and remedies of the First Lien Collateral Agent or the First Lien Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Credit Collateral to be held Documents. (e) Except as specifically set forth in Sections 3.1(a) and distributed pursuant (d) and subject to Section 4.33.1(f), the Second Lien Collateral Agent and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of this Agreement, the Second Lien Loan Documents and applicable law; provided, however, provided that in the foregoing shall not apply to event that any setoff by any such Person against any Shared Second Lien Claimholder 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 extent applied Second Lien Obligations, such judgment Lien shall be subject to payment the terms of Secured Debt. this Agreement for all purposes (including in relation to the First Lien Obligations and being subordinate thereto) as the other Liens securing the Second Lien Obligations subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and (d) and Section 4.3, nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf Agent or any Second Lien Claimholders of the Secured Debt Claimholders agree that prior to an issuance required payments of an Enforcement Notice all funds deposited under Account Agreements interest, principal and then applied to other amounts owed in respect of the Revolving Credit Second Lien Obligations shall be treated so long as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise both such payment does not constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes and such receipt is not the direct or indirect result of determining the relative priorities exercise by the Second Lien Collateral Agent or any Second Lien Claimholders 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. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral which was so acquiredAgent or the First Lien Claimholders may have with respect to the First Lien Collateral.

Exercise of Remedies. Set Off (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Parity Lien Collateral Agent and Tracing the Parity Lien Claimholders: (1) will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including the exercise of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights right of setoff against or any Grantors’ Deposit Accountsright under any lockbox agreement, Securities Accounts account control agreement, landlord waiver or other assets, bailee's letter or similar agreement or arrangement to which the amount Parity Lien Collateral Agent or any Parity Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3foreclosure); provided, however, that the foregoing Parity Lien Collateral Agent at the written direction of the Required Parity Lien Claimholders, may exercise any or all such rights or remedies after a period of at least 180 days has elapsed since the later of: (i) the date on which the Parity Lien Collateral Agent, at the written direction of the Required Parity Lien Claimholders, declared the existence of any Event of Default under any Parity Lien Documents and demanded the repayment of all the principal amount of any Parity Lien Obligations; and (ii) the date on which the First Lien Collateral Agent received notice from the Parity Lien Collateral Agent of such declarations of an Event of Default and demand for repayment (the "STANDSTILL PERIOD"); provided, further, however, that notwithstanding anything herein to the contrary, in no event shall the Parity Lien Collateral Agent or any Parity Lien Claimholder exercise any rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, the First Lien Collateral Agent or First Lien Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Parity Lien Collateral Agent); (2) will not apply contest, protest or object to any setoff foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise; and (3) subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.1(c), will not object to the forbearance by the First Lien Collateral Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; provided, that, in the case of (1), (2) and (3) above, the Liens granted to secure the Parity Lien Obligations of the Parity Lien Claimholders shall attach to any proceeds resulting from actions taken by the First Lien Collateral Agent or any First Lien Claimholder in accordance with this Agreement after application of such Person against any Shared Collateral proceeds to the extent applied necessary to payment meet the requirements of Secured Debta Discharge of First Lien Obligations. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Parity Lien Collateral Agent or any Parity Lien Claimholder; provided, that the Lien securing the Parity Lien Obligations shall remain on the proceeds of such Collateral released or disposed of subject to the relative priorities described in Section 2. In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Trustee Agent and the First Lien Claimholders may, subject to the rights of the Company and the other Grantors thereunder, enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Parity Lien Collateral Agent and any Parity Lien Claimholder may: (1) file a claim or statement of interest with respect to the Parity Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Parity Lien Claimholders, including any claims secured by the Collateral, if any, in each Secured Debt Representativecase in accordance with the terms of this Agreement; (4) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement; (5) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Parity Lien Obligations and the Collateral; and (6) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1). The Parity Lien Collateral Agent, on behalf of itself and the Parity Lien Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral in its capacity as a creditor in violation of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a), 6.3(b) and this Section 3.1(c), the sole right of the Parity Lien Collateral Agent and the Parity Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Parity Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a) and (c) and Section 6.3(b): (1) the Parity Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt Parity Lien Claimholders, agrees that the Parity Lien Collateral Agent and the Parity Lien Claimholders agree will not take any action that prior would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) the Parity Lien Collateral Agent, for itself and on behalf of the Parity Lien Claimholders, hereby waives any and all rights it or the Parity Lien Claimholders may have as a junior lien creditor or otherwise to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied object to the Revolving Credit manner in which the First Lien Collateral Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or First Lien Claimholders is adverse to the interest of the Parity Lien Claimholders; and (3) the Parity Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Parity Lien Collateral Documents or any other Parity Lien Document (other than this Agreement) shall be treated deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the First Lien Claimholders with respect to the Collateral as Revolving set forth in this Agreement and the First Lien Credit Documents. (e) Except as otherwise specifically set forth in Sections 3.1(a) and (d), the Parity Lien Collateral andAgent and the Parity Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Parity Lien Obligations in accordance with the terms of the Parity Lien Documents and applicable law; provided that in the event that any Parity Lien Claimholder 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 Parity Lien Obligations, unless such judgment Lien shall be subject to the Revolving Credit terms of this Agreement for all purposes (including in relation to the First Lien Obligations) as the other Liens securing the Parity Lien Obligations are subject to this Agreement. (f) Nothing in this Agreement shall prohibit the receipt by the Parity Lien Collateral Agent or any Parity Lien Claimholders of the required payments of interest, principal and other amounts owed in respect of the Parity Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Parity Lien Collateral Agent or any Parity Lien Claimholders of rights or remedies as a secured creditor (orincluding set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or the First Lien Claimholders may have with respect to the First Lien Collateral. (g) Notwithstanding the foregoing, following subject to the rights of any holders of First Lien Obligations, at any time after the Discharge of Revolving Credit the First Lien Obligations, the relevant Priority Parity Lien Representative or Claimholders may, at the written direction of the Required Parity Lien Claimholders, direct the Parity Lien Collateral Agent to enforce rights, exercise remedies and take actions to which it may be entitled under the Parity Lien Documents: (1) to foreclose upon and otherwise enforce Liens on the Collateral Trusteesecuring such Parity Lien Obligations at any time after the Standstill Period; (2) has actual knowledge as necessary to the contraryredeem any Collateral in a creditor's redemption permitted by law or to deliver any notice or demand necessary to enforce any right to claim, any claim that payments made to Revolving Credit Agent (or, following take or receive proceeds of such Collateral remaining after the Discharge of Revolving Credit Obligations, the First Priority Lien ClaimholdersObligations in the event of foreclosure or other enforcement of any prior Lien; (3) through as necessary to perfect or establish the bank accounts that are subject priority of Liens on any Collateral securing such Parity Lien Obligations; (4) as necessary to Account Agreements are proceeds create, prove, preserve or protect Liens on any Collateral securing such Parity Lien Obligations. (h) In connection with any matters requiring a vote of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving the Required Parity Lien Claimholders, the Collateral Trusteevotes of the Second Lien Lenders and the votes of holders of other Parity Lien Debt entitled to vote thereon shall be cast in the manner provided by, and in accordance with the terms of, the Secured Debt Representatives and corresponding Parity Lien Documents. For the Secured Debt Claimholders, each agrees that, prior to an issuance purposes of an Enforcement Noticethe foregoing, any proceeds of Collateralnotes registered in the name of, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit AgentBeneficially Owned by, the Collateral Trustee, Company or any Affiliate of the Secured Debt Representatives and the various Claimholders) Company will be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquireddeemed not to be outstanding.

Exercise of Remedies. Set Off Restrictions on Junior Priority Collateral Agent. (a) Until the Discharge of Senior Priority Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Junior Priority Collateral Agent and Tracing the Junior Priority Claimholders: (1) will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including the exercise of any right of setoff or any right under any lockbox agreement or any control agreement with respect to Deposit Accounts or Securities Accounts) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); -16- (22) will not contest, protest or object to, or otherwise interfere with, any foreclosure proceeding or action brought by any Senior Priority Collateral Agent or any Senior Priority Claimholder or any other exercise by theany Senior Priority Collateral Agent or any Senior Priority Claimholder of any rights and Priorities remedies relating to the Collateral, whether under the Senior Priority Documents or otherwise; and (3) subject to their rights under clause (a)(1) above and except as may be permitted in ProceedsSection 3.1(c), will not object to the forbearance by any Senior Priority Collateral Agent or any of the Senior Priority Claimholders from bringing or pursuing any Collateral Enforcement Action; provided, however, that, in the case of clauses (1), (2) and (3) above, the Liens granted to secure the Junior Priority Obligations of the Junior Priority Claimholders shall attach to the Proceeds thereof subject to the relative priorities described in Section 2. (b) Until the Discharge of Senior Priority Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Junior Priority Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt Junior Priority Claimholders, agrees that each acknowledges Senior Priority Collateral Agent and agrees thatthe Senior Priority Claimholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, in connection therewith (including voluntary Dispositions of Collateral by the respective Grantors after a Senior Priority Default) make determinations regarding the release, disposition, or restrictions with respect to the extent Collateral (including, without limitation, exercising remedies under Deposit Account Control Agreements and Dominion Accounts) without any such Person exercises its rights consultation with or the consent of setoff against the Junior Priority Collateral Agent or any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Junior Priority Claimholder; provided, however, that the foregoing Lien securing the Junior Priority Obligations shall not apply to any setoff by any such Person against any Shared Collateral remain on the Proceeds (other than those properly applied to the extent applied Senior Priority Obligations) of such Collateral released or disposed of subject to payment of Secured Debtthe relative priorities described in Section 2. In exercising rights and remedies with respect to the Collateral, the Junior Priority Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt Junior Priority Claimholders, agrees that each Senior Priority Collateral Agent and the Senior Priority Claimholders agree that prior to an issuance may enforce the provisions of the Senior Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an Enforcement Notice agent appointed by them to sell or otherwise dispose of the Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all funds deposited the rights and remedies of a secured creditor under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative UCC or the PPSA and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. The Junior Priority Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving for itself and on behalf of the Junior Priority Claimholders, the agrees that it will not seek, and hereby waives any right, to have any Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance or any part thereof marshaled upon any foreclosure or other disposition of an Enforcement Notice, any proceeds of such Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities in Proceeds. First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Parent or any other Grantor: (i) the Second Lien Collateral Trustee and each Secured Debt Representativethe Second Lien Claimholders will not exercise or seek to exercise any rights or remedies (including set-off) with respect to any Common Collateral, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), contest, protest or object to any foreclosure proceeding or action brought by any First Lien Claimholder Representative or any First Lien Claimholder, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Second Lien Collateral Trustee or any Second Lien Claimholder is a party, or any other exercise by any First Lien Claimholder Representative or any First Lien Claimholder, of any rights and remedies relating to the Common Collateral under the First Lien Credit Documents or otherwise, or object to the forbearance by any First Lien Claimholder Representative or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral; and (ii) the First Lien Claimholder Representative(s) and the First Lien Claimholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Second Lien Collateral Trustee or any Second Lien Claimholder; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against Parent or any other Grantor, the Second Lien Collateral Trustee may file a claim or statement of interest with respect to the Second Lien Obligations, and (B) the Second Lien Collateral Trustee may take any action (not adverse to the prior Liens on the Common Collateral securing the First Lien Obligations, or the rights of any First Lien Claimholder Representative or the First Lien Claimholders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Common Collateral. In exercising rights and remedies with respect to the Common Collateral, any First Lien Claimholder Representative and the First Lien Claimholders may enforce the provisions of the First Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured First Lien Claimholder under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) The Second Lien Collateral Trustee, on behalf of itself and the Second Lien Claimholders, agrees that, it will not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Common Collateral, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 2.1(a) of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 2.1(a) of this Agreement, the sole right of the Second Lien Collateral Trustee and the Second Lien Claimholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Second Lien Collateral Trust Agreement for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the First Lien Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 2.1(a) of this Agreement, (i) the Second Lien Collateral Trustee, for itself and/or or on behalf of the Secured Debt Second Lien Claimholders, each agrees that the Second Lien Collateral Trustee and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Credit Documents, including any sale, lease, exchange, transfer or other disposition of INTERCREDITOR AGREEMENT the Common Collateral, whether by foreclosure or otherwise, and (ii) the Second Lien Collateral Trustee, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which any First Lien Claimholder Representative or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens granted in any of the First Lien Collateral, regardless of whether any action or failure to act by or on behalf of any First Lien Claimholder Representative or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders. (d) The Second Lien Collateral Trustee hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Second Lien Collateral Trust Agreement or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Second Lien Credit Document shall be deemed to be restrict in any way the Revolving Credit Collateral to be held rights and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf remedies of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority First Lien Claimholder Representative or the Collateral Trustee) has actual knowledge First Lien Claimholders with respect to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Common Collateral Trustee, the Secured Debt Representatives as set forth in this Agreement and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving First Lien Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredDocuments.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf (i) So long as the Discharge of the First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Parent, the Borrower or any other Grantor, (i) neither any Second Lien Authorized Representative nor any Second Lien Secured Debt ClaimholdersParty will (A) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral in respect of any Second Lien Obligations, each acknowledges and agrees thator institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (B) contest, protest or object to any foreclosure proceeding or action brought with respect to the extent Shared Collateral or any other First Lien Collateral by the First Lien Collateral Agent, any First Lien Authorized Representative or any First Lien Secured Party in respect of the First Lien Obligations, the exercise of any right by the First Lien Collateral Agent, any First Lien Authorized Representative or any First Lien Secured Party (or any agent or sub-agent on their behalf) in respect of the First Lien Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the First Lien Collateral Agent, any First Lien Authorized Representative or any First Lien Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such Person exercises its party of any rights and remedies relating to the Shared Collateral under the First Lien Documents or otherwise in respect of setoff against the First Lien Collateral or the First Lien Obligations, or (C) object to the forbearance by the First Lien Secured Parties from bringing or pursuing any Grantors’ Deposit Accounts, Securities Accounts foreclosure proceeding or action or any other assetsexercise of any rights or remedies relating to the Shared Collateral in respect of First Lien Obligations and (ii) except as otherwise provided herein, the amount First Lien Collateral Agent, the First Lien Authorized Representatives and the First Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Shared Collateral without any consultation with or the consent of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3any Second Lien Authorized Representative or any Second Lien Secured Party; provided, however, that (1) in any Insolvency or Liquidation Proceeding commenced by or against the foregoing shall Parent, the Borrower or any other Grantor, any Second Lien Authorized Representative may file a claim or statement of interest with respect to its Second Lien Obligations, (2) any Second Lien Authorized Representative may take any action (not apply adverse to any setoff by any such Person against any the prior Liens on the Shared Collateral to securing the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf First Lien Obligations or the rights of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit First Lien Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit ObligationsAgent, the relevant Priority First Lien Representative Authorized Representatives or the Collateral TrusteeFirst Lien Secured Parties to exercise remedies in respect thereof) has actual knowledge in order to the contrarycreate, any claim that payments made to Revolving Credit Agent prove, perfect, preserve or protect (orbut not enforce) its rights in, following the Discharge and perfection and priority of Revolving Credit Obligationsits Lien on, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived(3) any Second Lien Authorized Representative and the Second Lien Secured Parties may exercise their rights and remedies as unsecured creditors, as provided in Section 5.04, and (4) any Second Lien Authorized Representative may exercise the rights and remedies provided for in Section 6.03. Revolving Credit In exercising rights and remedies with respect to the First Lien Collateral, the First Lien Collateral Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt First Lien Authorized Representatives and the First Lien Secured Debt ClaimholdersParties may enforce the provisions of the First Lien Documents and exercise remedies thereunder, each agrees that, prior to an issuance all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an Enforcement Noticeagent appointed by them to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any proceeds applicable jurisdiction and of Collateral, whether or not deposited a secured creditor under Account Agreements, which are used by Bankruptcy Laws of any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredapplicable jurisdiction.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated (a) So long as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) Lender Claims has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateralnot occurred, whether or not deposited under Account Agreementsany Insolvency or Liquidation Proceeding has been commenced by or against CSC or any of its subsidiaries, which are used (i) the Second Lien Collateral Agent and the Noteholders will not exercise or seek to exercise any rights or remedies (including by way of setoff) with respect to any Common Collateral, institute any action or proceeding with respect to such rights or remedies, including any action of foreclosure, or contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any other First Lien Creditor, or any other exercise by any Grantor such party of any rights and remedies relating to acquire the Common Collateral under the Credit Documents or otherwise, or object to the forbearance by the First Lien Collateral Agent or the First Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other property which is exercise of any rights or remedies relating to the Common Collateral and (ii) the First Lien Collateral Agent and the other First Lien Creditors shall have the exclusive right to enforce rights, exercise remedies (including by way of setoff and the right to credit bid their debt), refrain from enforcing or exercising remedies, and make determinations regarding release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Second Lien Collateral Agent or any Noteholder, all as if the Lien of the Second Lien Collateral Agent for the benefit of the Noteholders under the Noteholder Collateral Documents did not exist; provided that (as among A) in any Insolvency or Liquidation Proceeding commenced by or against the Revolving Credit AgentGuarantor, the Second Lien Collateral TrusteeAgent or any Noteholder may file a claim or statement of interest with respect to the Noteholder Claims, (B) the Secured Debt Representatives and Second Lien Collateral Agent or any Noteholder may take any action not adverse to the various Claimholders) be treated as proceeds of Liens on the Common Collateral for purposes of determining securing the relative priorities Lender Claims in order to establish, preserve, perfect or protect its rights in the Common Collateral, (C) the Second Lien Collateral Agent or any Noteholder shall be entitled to file any pleadings, objections, motions or agreements which was so acquired.assert rights or interests available to unsecured Creditors of the Guarantor arising under either the Bankruptcy Code or applicable non-bankruptcy law, in each case not otherwise in contravention of the terms of this Agreement and

Exercise of Remedies. Set Off (a) So long as the Discharge of First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor: (i) the Second-Lien Collateral Agent and Tracing the other Second-Lien Creditors will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second-Lien Collateral Agent or any Second-Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and Priorities any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the First-Lien Collateral Agent or any other First-Lien Creditor or any other exercise by the First-Lien Collateral Agent or any other First-Lien Creditor, of any rights and remedies relating to the Collateral under the First-Lien Credit Documents or otherwise, or object to the forbearance by the First-Lien Collateral Agent or the other First-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; and (ii) the First-Lien Collateral Agent shall have the exclusive right, and the Required First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second-Lien Collateral Agent or any other Second-Lien Creditor, all as though the Second-Lien Subordinated Obligations did not exist; provided, that, (A) in Proceedsany Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, the Second-Lien Collateral Agent may file a claim or statement of interest with respect to the Second-Lien Subordinated Obligations, (B) the Second-Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral securing the First-Lien Obligations, or the rights of the First-Lien Collateral Agent or the other First-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Shared Collateral in a manner not otherwise inconsistent with the terms of this Agreement, and (C) the Second-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second-Lien Creditors, including any claim secured by the Shared Collateral, if any, in each case in a manner not otherwise inconsistent with the terms of this Agreement. In exercising rights and remedies with respect to the Collateral, the First-Lien Collateral Trustee Agent and each Secured Debt Representativethe other First-Lien Creditors may enforce the provisions of the First-Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral, unless and until the Discharge of First-Lien Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First-Lien Obligations has occurred, the sole right of the Second-Lien Collateral Agent and the other Second-Lien Creditors with respect to the Collateral is to hold a Lien on the Shared Collateral pursuant to the Second-Lien Subordinated Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First-Lien Obligations has occurred in accordance with the terms of the Second-Lien Subordinated Notes Documents and applicable law (it being understood that at no time shall the Second-Lien Collateral Agent and the other Second-Lien Creditors have any rights with respect to the Excluded Collateral). (c) The Second-Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt ClaimholdersSecond-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Subordinated Notes Documents), (i) agrees that the Second-Lien Collateral Agent and the other Second-Lien Creditors will not take any action that would hinder, delay, limit or prohibit any exercise of remedies under the First-Lien Credit Documents, including any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the First-Lien Obligations to the Second-Lien Subordinated Obligations or grant the Liens securing the Second-Lien Subordinated Obligations equal ranking to the Liens securing the First-Lien Obligations and (ii) hereby waives any and all rights it or the Second-Lien Creditors may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First-Lien Collateral Agent or the other First-Lien Creditors seek to enforce or collect the First-Lien Obligations or the Liens granted in any of the First-Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First-Lien Collateral Agent or First-Lien Creditors is adverse to the interest of the Second-Lien Creditors. (d) The Second-Lien Collateral Agent hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Second-Lien Subordinated Security Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Second-Lien Subordinated Notes Document shall be deemed to be restrict in any way the Revolving Credit rights and remedies of the First-Lien Collateral to be held and distributed pursuant to Section 4.3; provided, however, that Agent or the foregoing shall not apply to any setoff by any such Person against any Shared Collateral other First-Lien Creditors with respect to the extent applied to payment of Secured Debt. Collateral Trustee as set forth in this Agreement and each Secured Debt Representativethe First-Lien Documents. (e) The Second-Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt Claimholders agree Second-Lien Creditors, and each Second-Lien Creditor (by its acceptance of the benefits of the Second- Lien Subordinated Notes Documents) agrees that the Second-Lien Collateral Agent and the other Second-Lien Creditors will not, without the prior written consent of the Required First-Lien Creditors (or the First-Lien Collateral Agent at their direction or with their consent), issue any payment blockage or similar notice with respect to an issuance any obligations that are subordinated in right of an Enforcement Notice all funds deposited under Account Agreements and then applied payment to the Revolving Credit any First-Lien Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following before the Discharge of Revolving First-Lien Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) Agreement Obligations has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredoccurred.

Exercise of Remedies. Set Off (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent and Tracing the Second Lien Claimholders: (1) will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including the exercise of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights right of setoff against or any Grantors’ Deposit Accountsright under any lockbox agreement, Securities Accounts account control agreement, landlord waiver or other assets, bailee’s letter or similar agreement or arrangement to which the amount Second Lien Collateral Agent or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3foreclosure); provided, however, that the foregoing Second Lien Collateral Agent may exercise any or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the later of: (i) the date on which the Second Lien Collateral Agent declares the existence of any Event of Default under any Second Lien Loan Documents and demands the repayment of all the principal amount of any Second Lien Obligations; and (ii) the date on which the First Lien Collateral Agent receives notice from the Second Lien Collateral Agent of such declarations of an Event of Default, (the “Standstill Period”); provided, further, however, that notwithstanding anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any Second Lien Claimholder exercise any rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, the First Lien Collateral Agent or First Lien Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of the Collateral (prompt notice of such exercise to be given to the Second Lien Collateral Agent); (2) will not apply contest, protest or object to any setoff foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise; and (3) subject to their rights under clause (a)(1) above and except as may be permitted in Section 3.1(c), will not object to the forbearance by the First Lien Collateral Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; provided, that, in the case of (1), (2) and (3) above, the Liens granted to secure the Second Lien Obligations of the Second Lien Claimholders shall attach to any proceeds resulting from actions taken by the First Lien Collateral Agent or any First Lien Claimholder in accordance with this Agreement after application of such Person against any Shared Collateral proceeds to the extent applied necessary to payment meet the requirements of Secured Debta Discharge of First Obligations. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the First Lien Claimholders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien Claimholder; provided, that the Lien securing the Second Lien Obligations shall remain on the proceeds of such Collateral released or disposed of subject to the relative priorities described in Section 2. In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Trustee Agent and the First Lien Claimholders may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agent and any Second Lien Claimholder may: (1) file a claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each Secured Debt Representativecase in accordance with the terms of this Agreement; (4) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement; (5) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; and (6) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1). The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral in its capacity as a creditor in violation of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a), 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agent and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a) and (c) and Section 6.3(b): (1) the Second Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt Second Lien Claimholders, agrees that the Second Lien Collateral Agent and the Second Lien Claimholders agree will not take any action that prior would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied object to the Revolving Credit manner in which the First Lien Collateral Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and (3) the Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral Documents or any other Second Lien Document (other than this Agreement) shall be treated deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the First Lien Claimholders with respect to the Collateral as Revolving Credit set forth in this Agreement and the First Lien Loan Documents. (e) Except as otherwise specifically set forth in Sections 3.1(a) and (d), the Second Lien Collateral and, unless Agent and the Revolving Credit Agent (or, following Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Discharge Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of Revolving Credit the Second Lien Loan Documents and applicable law; provided that in the event that any Second Lien Claimholder 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, the relevant Priority such judgment Lien Representative or the Collateral Trustee) has actual knowledge shall be subject to the contrary, any claim that payments made terms of this Agreement for all purposes (including in relation to Revolving Credit Agent (or, following the Discharge of Revolving Credit First Lien Obligations, ) as the Priority other Liens securing the Second Lien Claimholders) through the bank accounts that Obligations are subject to Account Agreements are proceeds this Agreement. (f) Nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agent or any Second Lien Claimholders of the required payments of interest, principal and other amounts owed 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 Collateral Agent or any Second Lien Claimholders 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. Nothing in this Agreement impairs or otherwise constitute Shared adversely affects any rights or remedies the First Lien Collateral Agent or the First Lien Claimholders may have with respect to the First Lien Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Each Pari Passu Representative, for itself and/or and on behalf of the other Pari Passu Secured Debt ClaimholdersParties, and each Subordinated Lien Representative, on behalf of itself and the other Subordinated Lien Secured Parties, acknowledges and agrees that, to the extent any such Person exercises its rights of setoff set-off against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff set-off shall be deemed to be the Revolving Credit Priority Collateral to be held and distributed pursuant to Section 4.36.1; provided, however, provided that the foregoing shall not apply to any setoff set-off by any such Person against any Shared Pari Passu Priority Collateral (including proceeds thereof and amounts in any Net Cash Proceeds Accounts) to the extent applied to payment of the Pari Passu Secured DebtObligations. Collateral Trustee and each Secured Debt Each Pari Passu Representative, for itself and/or and on behalf of the other Pari Passu Secured Debt Claimholders agree Parties and each Subordinated Lien Representative, on behalf of itself and the other Subordinated Lien Secured Parties, agrees that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements (excluding funds in Net Cash Proceeds Accounts) and then applied to the Revolving Credit Secured Obligations shall be treated as Revolving Credit Priority Collateral and, unless the any Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to any Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements (other than Account Agreements with respect to Net Cash Proceeds Accounts) are proceeds of or otherwise constitute Shared Pari Passu Priority Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior Prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which (excluding property held pursuant to an Account Agreement) that is Collateral shall not (as among the Pari Passu Secured Parties and the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. After an issuance of an Enforcement Notice, the Pari Passu Secured Parties and the Revolving Credit Claimholders shall cooperate in good faith to identify the proceeds of the Revolving Credit Priority Collateral and the Pari Passu Priority Collateral, as the case may be (it being agreed that after an issuance of an Enforcement Notice, unless any Revolving Credit Agent has actual knowledge to the contrary, all funds deposited under Account Agreements (other than funds deposited in Net Cash Proceeds Accounts) and then applied to the Revolving Credit Secured Obligations shall be presumed to be Revolving Credit Priority Collateral (a presumption that can be rebutted by the Pari Passu Secured Parties)); provided, however, that no Pari Passu Secured Party, Revolving Credit Claimholder or Subordinated Lien Secured Party shall be liable or in any way responsible for any claims or damages from conversion of the Revolving Credit Priority Collateral or Pari Passu Priority Collateral, as the case may be (it being understood and agreed that (i) the only obligation of any Revolving Credit Agent or other Revolving Credit Claimholder is to pay over to the Authorized Pari Passu Collateral 1148983.07A-CHISR01A - MSW Agent or the Authorized Subordinated Lien Collateral Agent, as the case may be, in the same form as received, with any necessary endorsements, all proceeds that such Revolving Credit Agent or other Revolving Credit Claimholder received that have been identified as proceeds of 1148983.07A-CHISR01A - MSW the Pari Passu Priority Collateral and, until such time, such proceeds will be held in trust for the Pari Passu Secured Parties or the Subordinated Lien Secured parties, as the case may be, (ii) the only obligation of any Pari Passu Secured Party is to pay over to the Revolving Credit Agents or the Authorized Subordinated Lien Collateral Agent, as the case may be, in the same form as received, with any necessary endorsements, all proceeds that such Pari Passu Secured Party received that have been identified as proceeds of the Revolving Credit Priority Collateral and (iii) the only obligation of any Subordinated Lien Secured Party is to pay over to the Revolving Credit Agents or the Authorized Pari Passu Collateral Agent, as the case may be, in the same form as received, with any necessary endorsements, all proceeds that such Subordinated Lien Secured Party received that have been identified as proceeds of the Revolving Credit Priority Collateral or the Pari Passu Priority Collateral, as the case may be, and, in each case in (i), (ii) and (iii), after both the Discharge of the Revolving Credit Secured Obligations has occurred and the Discharge of Pari Passu Secured Obligations has occurred, then as provided in Section 6.1(d)). Any Revolving Credit Agent, the Authorized Pari Passu Collateral Agent or the Subordinated Lien Collateral Agent, as the case may be, may request from the other an accounting of the identification of the proceeds of Collateral (and the Revolving Credit Agents, the Authorized Pari Passu Collateral Agent or the Subordinated Lien Collateral Agent, as the case may be, upon which such request is made shall deliver such accounting reasonably promptly after such request is made) and, until such time, such proceeds will be held in trust for the Revolving Credit Agents, the Authorized Pari Passu Collateral Agent or the Subordinated Lien Collateral Agent, as applicable.

Exercise of Remedies. Set Off Until the Discharge of First Priority Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Priority Indenture Trustee and Tracing the Second Priority Collateral Trustee, each for itself and the Second Priority Claimholders: (i) will not (and hereby waive any right, privilege or power to), directly or indirectly, exercise or seek to exercise any rights, privileges, powers or remedies with respect to or against any Collateral (including the exercise of any right, privilege or power of setoff or any right, privilege or power under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Priority Trustee, the Second Priority Collateral Trustee or any Second Priority Claimholder is a party) or institute any action or proceeding with respect to such rights, privileges, powers or remedies (including any action of foreclosure); (ii) will not (and Priorities hereby waive any right, privilege, or power to), directly or indirectly, contest, interfere with, protest or object to any foreclosure proceeding or any other action or proceeding brought by the First Priority Collateral Trustee or any First Priority Claimholder or any other exercise by the First Priority Collateral Trustee or any First Priority Claimholder of any rights, privileges, powers, or remedies relating to the Collateral under the First Priority Documents or otherwise; and (iii) will not (and hereby waive any right, privilege or power to), directly or indirectly, object to the forbearance by the First Priority Collateral Trustee or the First Priority Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights, privileges, powers or remedies relating to the Collateral; provided, that, in Proceeds. the case of (i), (ii) and (iii) above, the Liens granted to secure the Second Priority Obligations of the Second Priority Claimholders shall attach to any proceeds resulting from actions taken by the First Priority Collateral Trustee or any First Priority Claimholder in accordance with this Agreement after application of such proceeds to the extent necessary to meet the requirements of a Discharge of First Priority Obligations. (b) Until the Discharge of First Priority Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the First Priority Collateral Trustee and the other First Priority Claimholders shall have the sole and exclusive right, privilege and power to enforce rights, exercise all rights, privileges, powers, and remedies (including set-off and the right to take or retake control or possession of such Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate such Collateral or the right to credit bid their debt) and make determinations regarding the release, Disposition, treatment, or control of the Collateral without any consultation with (other than any prior notice required by applicable law) or the consent of the Second Priority Collateral Trustee or any other Second Priority Claimholder; provided, that the Lien securing the Second Priority Obligations shall attach to the proceeds of such Collateral released or Disposed of subject to the relative priorities described herein. In exercising rights, privileges, powers or remedies, each Secured Debt Representativeof the Second Priority Indenture Trustee and the Second Priority Collateral Trustee, each on behalf of itself and the other Second Priority Claimholders, agrees (and waives the right, privilege or power to contest) that the First Priority Collateral Trustee and the other First Priority Claimholders may enforce the provisions of the First Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights, privileges and powers of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure or any other similar judicial or legal process, to incur expenses in connection with such sale or Disposition, and to exercise all the rights, privileges, powers, and remedies of a secured creditor under any applicable law, treaty, rule, regulation, or determination of an arbitrator or a court or other Governmental Authority, including the UCC, other laws of the United States, the laws of Mexico, and the Bankruptcy Laws of any applicable jurisdiction. Without limiting the foregoing, neither the Second Priority Collateral Trustee, the Second Priority Indenture Trustee nor the other Second Priority Claimholders shall have any right, privilege or power to direct the First Priority Collateral Trustee, the First Priority Indenture Trustee or other First Priority Claimholders to exercise any rights, privileges, powers, or remedies with respect to the Collateral. (c) The Second Priority Collateral Trustee and the other Second Priority Claimholders shall execute and deliver, and perform their respective obligations under the Common Representative Agreement and shall not directly or indirectly take any action that is inconsistent with or contrary to Articles 4, 5, and 6 of the Common Representative Agreement. The rights, privileges, powers, and remedies of the parties herein are supplemental of, and in no event shall limit the Common Representative Agreement. (d) The Second Priority Collateral Trustee and the other Second Priority Claimholders will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right, privilege, power or remedy (including set-off) with respect to any Collateral in violation of this Agreement. (e) Each of the Second Priority Indenture Trustee and the Second Priority Collateral Trustee, each for itself and/or and on behalf of the Secured Debt other Second Priority Claimholders, each acknowledges agree that: (i) the Second Priority Indenture Trustee, the Second Priority Collateral Trustee and agrees thatthe other Second Priority Claimholders will not directly or indirectly request judicial relief in any Insolvency or Liquidation Proceeding or in any other court that would hinder, delay, limit or prohibit the lawful exercise or enforcement of any right, privilege, power or remedy otherwise available to the extent First Priority Collateral Trustee, the First Priority Indenture Trustee or the other First Priority Claimholders in respect of the Collateral (including any such Person exercises its rights of setoff against any Grantors’ Deposit Accountssale, Securities Accounts lease, exchange, transfer or other assetsDisposition of the Collateral, whether by foreclosure or otherwise), or that would limit, invalidate, avoid or set aside any Liens securing the amount of such setoff First Priority Obligations or subordinate any Lien securing the First Priority Obligations to any Lien securing the Second Priority Obligations, or that would grant any Liens securing the Second Priority Obligations in equal or prior ranking to any Liens securing the First Priority Obligations; (ii) no covenant, agreement or restriction contained in the Second Priority Security Documents or any other Second Priority Document (other than this Agreement) shall be deemed to be restrict in any way the Revolving Credit rights, privileges, powers, and remedies of the First Priority Collateral to be held and distributed pursuant to Section 4.3; provided, however, that Trustee or the foregoing shall not apply to any setoff by any such Person against any Shared Collateral other First Priority Claimholders with respect to the extent applied to payment Collateral as set forth in this Agreement and the First Priority Documents. (f) Each of Secured Debt. Collateral the Second Priority Indenture Trustee and the Second Priority Collateral Trustee, each Secured Debt Representative, for itself and/or and on behalf of the Secured Debt other Second Priority Claimholders, hereby waives: (i) any and all rights, privileges, powers and remedy each or the other Second Priority Claimholders agree that prior may have as a junior lien creditor or otherwise to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied object to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless manner in which the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant First Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and First Priority Indenture Trustee or the Secured Debt Claimholdersother First Priority Claimholders seek to enforce or collect the First Priority Obligations or the Liens securing the First Priority Obligations granted in any of the First Priority Collateral undertaken in accordance with this Agreement, each agrees that, prior regardless of whether any action or failure to an issuance act by or on behalf of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the First Priority Collateral Trustee, the Secured Debt Representatives and First Priority Indenture Trustee or the various other First Priority Claimholders is adverse to the interest of the Second Priority Collateral Trustee, the Second Priority Indenture Trustee or the other Second Priority Claimholders; and (ii) be treated as proceeds any claim any of them may have against the First Priority Collateral for purposes of determining Trustee or the relative priorities in other First Priority Claimholders or their representatives, based on actions taken or inactions with respect to the Collateral which was so acquiredthat are not otherwise in violation of the terms of this Agreement. (g) Nothing in this Agreement or the Second Priority Documents impairs or otherwise adversely affects any rights, privileges, powers or remedies the First Priority Collateral Trustee or the other First Priority Claimholders may have with respect to the First Priority Collateral.

Exercise of Remedies. Set Off (i) Until the Discharge of Senior Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Obligor or Senior Obligor, the Subordinated Creditor: (A) will not exercise or seek to exercise any rights or remedies with respect to any Obligor Collateral or take possession of, sell or otherwise realize (judicially or non judicially) upon any of the Obligor Collateral (including, without limitation, through the notification of account debtors or the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Subordinated Creditor is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure) (any such action, a “Lien Enforcement Action); (B) will not contest, protest or object to any foreclosure proceeding or action brought by the Senior Agent or any Senior Creditor or any other exercise by the Senior Agent or any Senior Creditor of any rights and Tracing remedies relating to the Obligor Collateral under the Senior Debt Documents or otherwise; and will not object to the forbearance by the Senior Agent or the Senior Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Obligor Collateral. (ii) Until the Discharge of Senior Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Obligor or Senior Obligor, the Senior Agent and Priorities the Senior Creditors shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Obligor Collateral without any consultation with or the consent of the Subordinated Creditor. The Senior Agent shall provide at least five (5) days notice to the Subordinated Creditor of its intent to exercise and enforce its rights or remedies with respect to the Obligor Collateral. In exercising rights and remedies with respect to the Obligor Collateral, the Senior Agent and Senior Creditors may enforce the provisions of the Senior Debt Documents and exercise remedies thereunder, all in Proceedssuch order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by the Senior Agent or the Senior Creditors to sell or otherwise dispose of Obligor Collateral Trustee upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (iii) Notwithstanding the foregoing, the Subordinated Creditor may: (A) file a claim or statement of interest with respect to the Subordinated Debt; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Obligor; (B) take any action (not adverse to the priority status of the Liens on the Obligor Collateral securing the Senior Obligations, or the rights of any Senior Creditor to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Obligor Collateral; (C) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Subordinated Creditor, including any claims secured by the Obligor Collateral, if any, in each Secured case in accordance with the terms of this Agreement; (D) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, otherwise in accordance with the terms of this Agreement, with respect to the Subordinated Debt; and (E) exercise any Lien Enforcement Action with respect to the Collateral after the Discharge of the Senior Obligations. The Subordinated Creditor agrees that it will not take or receive any Obligor Collateral or any proceeds of Obligor Collateral in connection with the exercise of any Lien Enforcement Action in its capacity as a creditor, unless and until the Discharge of Senior Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Obligations has occurred, except as expressly provided in Section 4(a) and this Section 4(a)(iii), the sole right of the Subordinated Creditor with respect to the Obligor Collateral is to hold a Lien on the Obligor Collateral pursuant to the Subordinated Debenture for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Obligations has occurred. (iv) Subject to Sections 4(a)(i) and (iii): (A) the Subordinated Creditor agrees that it will not take any action that would hinder any exercise of remedies under the Senior Debt RepresentativeDocuments or is otherwise prohibited hereunder, for itself and/or including any sale, lease, exchange, transfer or other disposition of the Obligor Collateral, whether by foreclosure or otherwise; (B) the Subordinated Creditor hereby waives any and all rights it may have as a junior lien creditor or otherwise to object to the manner in which the Senior Agent or Senior Creditors seek to enforce or collect the Senior Obligations or the Liens securing the Senior Obligations granted in any of the Senior Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the Secured Debt Claimholders, each Senior Agent or Senior Creditors is adverse to the interest of the Subordinated Creditor; and (C) the Subordinated Creditor hereby acknowledges and agrees thatthat no covenant, agreement or restriction contained in the Subordinated Debt Documents other than this Agreement) shall be effective to restrict or deemed to restrict in any way the rights and remedies of the senior Agent or the Senior Creditors with respect to the extent any such Person exercises Obligor Collateral as set forth in this Agreement and the Senior Debt Documents. (v) Except as specifically set forth in Sections 4(a)(i) and (iv), the Subordinated Creditor may exercise rights and remedies as unsecured creditors against the Obligors in accordance with the terms of the Subordinated Debt Documents and applicable law; provided that in the event that the subordinated Creditor becomes a judgment Lien creditor in respect of Obligor Collateral as a result of its enforcement of its rights of setoff against any Grantors’ Deposit Accountsas an unsecured creditor with respect to the Subordinated Debt, Securities Accounts or other assets, the amount of such setoff judgment Lien shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral subject to the extent applied to payment terms of Secured Debt. Collateral Trustee and each Secured Debt Representative, this Agreement for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied purposes (including in relation to the Revolving Credit Obligations shall be treated Senior Obligations) as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following other Liens securing the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that Subordinated Debt are subject to Account Agreements are proceeds this Agreement. (vi) Except as specifically set forth in Sections 2, 4(a)(i) and (iv), nothing in this Agreement shall prohibit the receipt by the Subordinated Creditor of the required payments of interest, principal and other amounts owed in respect of the Subordinated Debt so long as such receipt is not the direct or indirect result of the exercise by the Subordinated 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. Nothing in this Agreement impairs or otherwise constitute Shared adversely affects any rights or remedies the Senior Agent or the Senior Creditors may have with respect to the Obligor Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Exercise of Remedies. Notice; Set Off and Tracing of and Priorities in Proceeds. (a) With respect to the Notes Collateral Trustee consisting of Equipment and each Secured Debt RepresentativeReal Estate Assets only, for itself and/or the Notes Collateral Agent shall provide not less than ten (10) days notice to the US Revolving Credit Collateral Agent prior to any Enforcement of such Notes Collateral. (b) The US Revolving Credit Collateral Agent, on behalf of itself and the Secured Debt Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the US Revolving Credit Collateral Agent, the Collateral TrusteeRevolving Credit Claimholders, the Secured Debt Representatives Notes Collateral Agent and the various Notes Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired. The Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, each agree that after an issuance of an Enforcement Notice, each such Person shall cooperate in good faith to identify the proceeds of the Revolving Credit Primary Collateral and the Notes Collateral, as the case may be (it being agreed that after an issuance of an Enforcement Notice, unless the US Revolving Credit Collateral Agent has actual knowledge to the contrary, all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be presumed to be Revolving Credit Primary Collateral (a presumption that can be rebutted by the Notes Collateral Agent only by evidence presented to the US Revolving Credit Collateral Agent within thirty (30) Business Days after such application)); provided, however, that neither any Revolving Credit Claimholder nor any Notes Claimholder shall be liable or in any way responsible for any claims or damages from conversion of the Revolving Credit Primary Collateral or the Notes Collateral, as the case may be (it being understood and agreed that (A) the only obligation of any Revolving Credit Claimholder is to pay over to the Notes Collateral Agent, in the same form as received, with any necessary endorsements, all proceeds that such Revolving Credit Claimholder received that have been identified as proceeds of the Notes Collateral (except to the extent that such proceeds are represented by a Net Cash Proceeds Letter of Credit) and (B) the only obligation of any Notes Claimholder is to pay over to the US Revolving Credit Collateral Agent, in the same form as received, with any necessary endorsements, all proceeds that such Notes Claimholder received that have been identified as proceeds of the Revolving Credit Primary Collateral). The US Revolving Credit Collateral Agent and the Notes Collateral Agent may request from the other an accounting of the identification of the proceeds of Collateral (and the US Revolving Credit Collateral Agent and the Notes Collateral Agent, as the case may, upon which such request is made shall deliver such accounting reasonably promptly after such request is made). (c) Until the Discharge of Revolving Credit Obligations, the Notes Collateral Agent, on behalf of itself and the Notes Claimholders, hereby consents to the application, prior to the receipt by the US Revolving Credit Collateral Agent of an Enforcement Notice issued by the Notes Collateral Agent, of cash or other proceeds of Collateral deposited under Account Agreements in favor of the US Revolving Credit Collateral Agent to the repayment of Revolving Credit Obligations pursuant to the Revolving Credit Documents.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities in Proceeds. Collateral Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or Guarantor, (i) the Trustee and each Secured Debt Representativethe Noteholders will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral, for itself and/or on behalf institute any action or proceeding with respect to such rights or remedies, including, without limitation, any action of foreclosure, contest, protest or object to any foreclosure proceeding or action brought by the Senior Agent or any Senior Lender, the exercise of any right under any Blocked Account Agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Trustee or any Noteholder is a party, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise, or object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral and (ii) the Senior Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including, without limitation, setoff and the right to credit bid their debt) and make determinations regarding release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Secured Debt Claimholders, each acknowledges Trustee or any Noteholder (and agrees that, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Trustee and Noteholders shall be deemed to be the Revolving Credit Collateral have consented to be held and distributed pursuant to Section 4.3any such enforcement, exercise or determination); provided, however, (A) that in any Insolvency or Liquidation Proceeding commenced by or against the foregoing Borrower or any Guarantor, the Trustee may file a claim or statement of interest with respect to the Noteholder Claims, and (B) the Trustee may take any action not adverse to the Liens on the Common Collateral securing the Senior Lender Claims in order to preserve or protect its rights in the Common Collateral. In exercising rights and remedies with respect to the Common Collateral, the Senior Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include, without limitation, the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction. (b) The Trustee, on behalf of itself and the Noteholders, agrees that it will not apply take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any setoff by any such Person against any Shared Common Collateral, unless and until the Discharge of Senior Lender Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in Section 3.1(a) (ii) above, the sole right of the Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Noteholder Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. Collateral Trustee and each Secured Debt Representativethe proceeds thereof, if any, after the Discharge of the Senior Lender Claims has occurred. (c) Subject to the proviso in Section 3.1(a) (ii) above, (a) the Trustee, for itself and/or or on behalf of the Secured Debt Claimholders agree Noteholders, agrees that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives Trustee and the Secured Debt ClaimholdersNoteholders will not take any action that would hinder any exercise of remedies undertaken by the Senior Agent under the Senior Loan Documents, each agrees thatincluding any sale, prior to an issuance lease, exchange, transfer or other disposition of an Enforcement Notice, any proceeds of the Common Collateral, whether by foreclosure or not deposited under Account Agreementsotherwise, which are used by any Grantor to acquire other property which is Collateral shall not and (as among b) the Revolving Credit Agent, the Collateral Trustee, for itself and on behalf of the Secured Debt Representatives Noteholders, hereby waives any and all rights it or the various Claimholders) be treated Noteholders may have as proceeds a junior lien creditor or otherwise to object to the manner in which the Senior Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredSenior Lender Collateral.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative. (a) The Term Loan Agent, for itself and/or and on behalf of the Secured Debt ClaimholdersTerm Loan Lenders, each acknowledges and agrees that, to the extent any such Person the Collateral Agent exercises its rights of setoff against any Grantors’ Grantor’s Deposit Accounts, Securities Accounts or other assetsSecurities Accounts, the amount of such setoff shall be deemed to be Revolver Priority Collateral (except to the Revolving Credit extent constituting Term Loan Priority Collateral Deposits (as defined below)) to be held and distributed pursuant to Section 4.35.1; provided, however, that the foregoing shall not apply to any setoff by any such Person the Collateral Agent against any Shared Term Loan Priority Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representativethe Revolver Obligations. (b) The Term Loan Agent, for itself and/or on behalf of the Secured Debt Claimholders agree Term Loan Lenders, acknowledges and agrees that prior to an issuance of an Enforcement Notice (unless an Insolvency Proceeding has been commenced by or against any Grantor) all funds deposited under Account Agreements in any Grantor’s Deposit Accounts or Securities Accounts (except to the extent constituting Term Loan Priority Collateral Deposits) and then applied to the Revolving Credit Revolver Obligations shall be treated as Revolving Credit Revolver Priority Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit the Revolver Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements Deposit Accounts or Securities Accounts are proceeds of or otherwise constitute Shared Term Loan Priority Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the . (c) The Secured Debt Representatives and the Secured Debt Claimholders, Parties each agrees agree that, prior to the earlier of (i) an issuance of an Enforcement NoticeNotice and (ii) an Insolvency Proceeding being commenced by or against any Grantor), any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various ClaimholdersParties) be treated as proceeds of such Collateral for purposes of determining the relative priorities rights in the Collateral which was so acquired. (d) After the earlier to occur of (i) any Insolvency Proceeding with respect to any Grantor and (ii) the issuance of an Enforcement Notice by the Term Loan Agent, unless the Collateral Agent or the Revolver Agent has actual knowledge that any funds deposited into any Grantor’s Deposit Accounts or Securities Accounts are the identifiable proceeds of Term Loan Priority Collateral deposited into such Deposit Accounts or Securities Accounts (all such deposits being “Term Loan Priority Collateral Deposits”), any claim by any of the Term Loan Agent or the Term Loan Lenders that funds deposited into any Grantor’s Deposit Accounts or Securities Accounts (other than the Term Loan Priority Collateral Deposits) and then applied to the Revolver Obligations are proceeds of, or otherwise constitute Term Loan Priority Collateral, are waived. The Collateral Agent and the Revolver Agent shall rebuttably be presumed not to have actual knowledge of Term Loan Priority Collateral Deposits, provided that such presumption can be rebutted by the Term Loan Agent or the Term Loan Lenders. After the earlier to occur of (i) any Insolvency Proceeding with respect to any Grantor and (ii) the issuance of an Enforcement Notice by the Term Loan Agent, the Term Loan Secured Parties reserve all of their rights under applicable law with respect to Term Loan Priority Collateral Deposits.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each (a) Until the Senior Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateralhave been Paid in Full, whether or not deposited under Account Agreementsan Insolvency Proceeding has been commenced against the Debtors, which are used the Senior Collateral Agent shall have the exclusive right to take or continue any Enforcement Action with respect to the Collateral or any other assets of the Debtors, including the exclusive right to manage, perform and enforce (or not enforce) the terms of the Senior Secured Debt Documents with respect to the Collateral, to exercise and enforce all privileges and rights thereunder in such order and manner as it may determine in its sole discretion (in accordance with and subject to the terms of the Senior Secured Debt Documents), including, without limitation, the exclusive right to take or retake control or possession of any Collateral and to make determinations regarding the release, disposition or restrictions with respect to the Collateral, without any consultation with or the consent of the Subordinated Lender. In that regard, no Subordinated Party shall, without the prior written consent of the Senior Collateral Agent (i) take or continue any Enforcement Action, (ii) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (iii) contest, protest or object to any Enforcement Action brought with respect to the Collateral by the Senior Collateral Agent or any Senior Secured Party in respect of the Senior Secured Debt Obligations, or any other exercise by any Grantor such party of any rights and remedies relating to acquire the Collateral under the Senior Secured Debt Documents or otherwise in respect of the Senior Secured Debt Obligations, or (iv) object to the forbearance by the Senior Secured Parties from bringing or pursuing any Enforcement Action or other property which is action or any other exercise of any rights or remedies relating to the Collateral shall not (as among in respect of Senior Secured Debt Obligations. Notwithstanding anything to the Revolving Credit Agentcontrary in this Agreement, the Collateral TrusteeSubordinated Lender may, subject to Section 8.02, file and defend proofs of claim against the Debtors in any Insolvency Proceeding involving the Debtors. (b) The Subordinated Lender acknowledges and agrees it shall not, in an Insolvency Proceeding or otherwise, directly or indirectly bid, or work in concert with any prospective bidder, in any sale or disposition of any assets of AGMIT (including any credit bid) unless such bid (i) contains a cash component sufficient to Pay in Full in cash the Senior Secured Debt Representatives Obligations and (ii) requires, and is expressly conditioned upon the various Claimholders) be treated as proceeds court approving, such payment being made in closing of Collateral for purposes the transaction. None of determining the relative priorities Senior Secured Parties shall have any liability to any Subordinated Party in respect of any failure by any of the Collateral which was so acquiredSenior Secured Parties to obtain repayment in full of the Subordinated Obligations.

Exercise of Remedies. Set Off (a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Pledgor Party: (i) the Second Lien Collateral Agent and Tracing the Second Lien Secured Parties (x) will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including, without limitation, the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Collateral Agent or any Second Lien Secured Parties is a party or the enforcement of or execution on any judgment Lien or filing, or participating in the filing, of a petition for an Insolvency or Liquidation Proceeding with respect to the Company or any other Pledgor Party) (except with respect to the Notes Separate Collateral) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure except with respect to the Notes Separate Collateral); provided, that the Second Lien Collateral Agent may exercise any or all such rights (but not rights the exercise of which is otherwise prohibited by this Agreement including Section 6 hereof) after a period (the “Standstill Period”) of 180 consecutive days has elapsed from the date of delivery of written notice to the First Lien Collateral Agent stating that (A) any Event of Default (as defined under the Second Lien Indenture) has occurred and Priorities is continuing thereunder, (B) the Second Lien Collateral Agent has demanded the repayment of all the principal amount of any Second Lien Obligations and (C) the Second Lien Collateral Agent intends to exercise its rights to take such actions, only so long as the First Lien Collateral Agent or First Lien Secured Parties are not then diligently pursuing their rights and remedies with respects to all of a material portion of the Collateral or diligently attempting to vacate any stay or prohibition against such exercise except with respect to the Notes Separate Collateral, (y) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Secured Party or any other exercise by the First Lien Collateral Agent or any First Lien Secured Party of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise, and (z) will not object to the forbearance by the First Lien Collateral Agent or the First Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in Proceedseach case so long as the respective interests of the Second Lien Secured Party attach to the proceeds thereof subject to the relative priorities described in Section 2 hereof (except to the extent applied as permitted pursuant to Section 4.1) and (ii) the First Lien Collateral Agent and the First Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies in accordance with the First Lien Loan Documents (including the right to credit bid debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien Secured Party; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Pledgor Party, the Second Lien Collateral Agent or the Second Lien Secured Parties may file a proof of claim or statement of interest with respect to the Second Lien Obligations, (B) the Second Lien Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Secured Parties, including without limitation any claims secured by the Collateral or the Notes Separate Collateral, if any, in each case if not otherwise in contravention of the terms of this Agreement, (C) the Second Lien Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Pledgor Parties arising under either the Bankruptcy Law or applicable non-bankruptcy law, in each case if not otherwise in contravention of the terms of this Agreement, (D) the Second Lien Secured Parties shall be entitled to file any proof of claim and other filings and make any arguments and motions in order to preserve or protect its Liens on the Collateral and the Notes Separate Collateral that are, in each case, not otherwise in contravention of the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral and the Notes Separate Collateral and (E) the Second Lien Collateral Agent or any Second Lien Secured Party may exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by clause (i)(x) above (subject to the last sentence of this Section 3.1(a)). In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Trustee Agent and each the First Lien Secured Debt RepresentativeParties may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. The First Lien Collateral Agent agrees to provide five (5) days written notice to the Second Lien Collateral Agent of its intent to exercise and enforce its rights or remedies with respect to the Collateral. If the Second Lien Collateral Agent or any Second Lien Secured Party exercises any rights or remedies with respect to the Collateral in accordance with clause (i)(x) of the first sentence of this paragraph and thereafter the First Lien Collateral Agent or First Lien Secured Parties commence (or attempt to commence or given notice of their intent to commence) the exercise of any of their rights or remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding), the Standstill Period shall recommence and the Second Lien Collateral Agent and the Second Lien Secured Parties shall rescind any such rights or remedies already exercised with respect to the Collateral, except any rights or remedies that may have been exercised with respect to the Notes Separate Collateral. (b) The Second Lien Collateral Agent, on behalf of itself and the Second Lien Secured Parties, agrees that, it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral in its capacity as a secured creditor, unless and until the Discharge of First Lien Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly permitted by Section 3.1(a) of this Agreement, the sole right of the Second Lien Collateral Agent and the Second Lien Secured Parties with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred in accordance with the terms of the Second Lien Notes Documents and applicable law. (i) The Second Lien Collateral Agent, except as permitted by Section 3.1(a)(i)(x), for itself and/or and on behalf of the Second Lien Secured Debt ClaimholdersParties, each agrees that the Second Lien Collateral Agent and the Second Lien Secured Parties will not take any action with respect to the Collateral that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, and (ii) the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties, hereby waives any and all rights it or the Second Lien Secured Parties may have as a junior lien creditor with respect to the Collateral or otherwise to object to the manner in which the First Lien Collateral Agent or the First Lien Secured Parties seek to enforce or collect the First Lien Obligations or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or First Lien Secured Parties is adverse to the interests of the Second Lien Secured Parties. (d) The Second Lien Collateral Agent for itself and on behalf of the Second Lien Secured Parties, acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Second Lien Security Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Second Lien Notes Document shall be deemed to be restrict in any way the Revolving Credit rights and remedies of the First Lien Collateral to be held and distributed pursuant to Section 4.3; provided, however, that Agent or the foregoing shall not apply to any setoff by any such Person against any Shared Collateral First Lien Secured Parties with respect to the extent applied to payment of Secured DebtCollateral as set forth in this Agreement and the First Lien Loan Documents. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge Notwithstanding anything herein to the contrary, any claim that payments made nothing in this Agreement shall restrict the Second Lien Collateral Agent’s and Second Lien Secured Parties’ rights and remedies with respect to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Notes Separate Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, including the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior right to an issuance of an Enforcement Notice, receive any proceeds of the Notes Separate Collateral. In addition, whether nothing in this Agreement should be construed as conferring any rights on the First Lien Collateral Agent or not deposited under Account Agreements, which are used by any Grantor the First Lien Secured Parties with respect to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredNotes Separate Collateral.

Exercise of Remedies. Set Off (a) So long as the Discharge of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any Guarantor, (i) the Noteholder Collateral Agent and Tracing the Noteholders will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral, institute any action or proceeding with respect to such rights or remedies, including, without limitation, any action of foreclosure, contest, protest or object to any foreclosure proceeding or action brought by the Senior Collateral Agent or any Senior Lender, the exercise of any right under any cash management agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Noteholder Collateral Agent or any Noteholder is a party, or any other exercise by any such party, of any rights and Priorities in Proceeds. remedies relating to the Collateral Trustee under the Senior Lender Documents or otherwise, or object to the forbearance by the Senior Collateral Agent and each Secured Debt Representativethe Senior Lenders or any of them from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral and (ii) the Senior Collateral Agent and the Senior Lenders shall have the exclusive right to enforce rights, for itself and/or on behalf exercise remedies (including, without limitation, setoff and the right to credit bid their debt) and make determinations regarding release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent Noteholder Collateral Agent or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Noteholder; provided, however, (A) that in any Insolvency or Liquidation Proceeding commenced by or against the foregoing Borrower or any Guarantor, the Noteholder Collateral Agent or the Trustee may file a claim or statement of interest (including, without limitation, one or more proofs of claim) with respect to the Noteholder Claims, and (B) the Noteholder Collateral Agent may take any action not adverse to the Liens on the Collateral securing any of the Senior Lender Claims in order to preserve or protect its rights in the Collateral. In exercising rights and remedies with respect to the Collateral, the Senior Collateral Agent and the Senior Lenders or any of them may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include, without limitation, the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction. (b) The Noteholder Collateral Agent, on behalf of itself and the Noteholders, agrees that it will not apply take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any setoff by any such Person against any Shared Collateral, unless and until the Discharge of Senior Lender Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in Section 3.1(a)(ii) above, the sole right of the Noteholder Collateral Agent and the Noteholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Noteholder Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. the proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Subject to the proviso in Section 3.1(a)(ii) above, (a) the Noteholder Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt Claimholders agree Noteholders, agrees that prior to an issuance the Noteholder Collateral Agent and the Noteholders will not take any action that would hinder any exercise of an Enforcement Notice all funds deposited under Account Agreements and then applied remedies undertaken by the Senior Collateral Agent or any Senior Lender with respect to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral andunder any of the Senior Loan Documents, unless the Revolving Credit Agent (orincluding any sale, following the Discharge lease, exchange, transfer or other disposition of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether by foreclosure or not deposited under Account Agreementsotherwise, which are used by any Grantor to acquire other property which is and (b) the Noteholder Collateral shall not (as among the Revolving Credit Agent, for itself and on behalf of the Noteholders, hereby waives any and all rights it or any of the Noteholders may have as a junior lien creditor or otherwise to object to the manner in which the Senior Collateral Trustee, Agent or any of the Secured Debt Representatives and Senior Lenders seek to enforce or collect any Senior Lender Claims or any Liens granted in any of the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredCollateral.

Exercise of Remedies. Set Off (a) Until the Discharge of First Lien Obligations has occurred, and Tracing regardless of and Priorities in Proceeds. whether any Insolvency or Liquidation Proceeding has been commenced by or against a Borrower or any other Grantor, each Second Lien Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or on behalf of itself and the Secured Debt Second Lien Claimholders with respect to which such Second Lien Collateral Agent is acting as Agent, agrees that such Second Lien Collateral Agent and such Second Lien Claimholders, each acknowledges and agrees that, to the extent : (i) will not initiate or maintain any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Lien Enforcement Action; provided, however, that such Second Lien Collateral Agent and any such Second Lien Claimholder may exercise any or all rights or remedies with respect to the Collateral after the period of at least 180 days has elapsed since the date on which the Designated First Lien Collateral Agent received notice from any Second Lien Collateral Agent of the occurrence of an Event of Default under any Second Lien Obligations under the Second Lien Documents and of its intent to exercise rights and remedies with respect to the Collateral (the “Standstill Period”); provided, further, however, that notwithstanding anything herein to the contrary, in no event shall such Second Lien Collateral Agent or any such Second Lien Claimholder exercise any rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, any First Lien Collateral Agent or any First Lien Claimholders shall have commenced and be diligently pursuing the exercise of their rights or remedies with respect to all or any material portion of the Collateral or is stayed from exercising any rights and remedies under applicable law (including any Bankruptcy Law); (ii) will not contest, oppose, protest or object to any Lien Enforcement Action or action brought by any First Lien Collateral Agent or any First Lien Claimholder or any other exercise by any First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Documents or otherwise (including set-off and the right to credit bid their debt) and has no right to direct any First Lien Collateral Agent to take any foreclosure or other action; (iii) subject to their rights under the first proviso to clause (a)(i) above, will not object to (and waive any and all claims with respect to) the forbearance by any First Lien Collateral Agent or any First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as the Liens granted to secure the Second Lien Obligations of the Second Lien Collateral Agents and the Second Lien Claimholders attach to the proceeds thereof subject to the relative priorities described in Section 2; (iv) will not deliver or require any Grantor to deliver any notice or direction to any third party (including, without limitation, any bank, insurance company or contract counterparty) or seek to enter into any direct agreement with any such third party in relation to the Collateral of such Grantor. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against a Borrower or any other Grantor, subject to the first proviso to Section 3.1(a)(i), the First Lien Collateral Agents and the First Lien Claimholders shall have the exclusive right to initiate or maintain any Lien Enforcement Action without any consultation with or the consent of any Second Lien Collateral Agent or any Second Lien Claimholder. In exercising rights and remedies with respect to the Collateral, each First Lien Collateral Agent and each First Lien Claimholder may enforce the provisions of the First Lien Documents and exercise remedies thereunder (including set-off and the right to credit bid their debt), all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing shall not apply to clauses (a) and (b), any setoff by Second Lien Collateral Agent and any such Person against any Shared Collateral Second Lien Claimholder may, to the extent the same (x) would be in compliance with Section 2 and (y) would not materially hinder or interfere with any Lien Enforcement Action that is being taken by any First Lien Collateral Agent or any First Lien Claimholders: (i) file a claim, proof of claim or statement of interest with respect to the Second Lien Obligations in a manner that is consistent with the terms and conditions of this Agreement; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or any other Grantor or the respective property; (ii) take any action in order to create, perfect, preserve or protect (but not enforce) its Lien on the Collateral pursuant to the Second Lien Collateral Documents, so long as such action is (x) not adverse to the priority status in accordance with this Agreement of Liens on the Collateral securing the First Lien Obligations or the rights of the First Lien Collateral Agents’ or the First Lien Claimholders’ to exercise remedies and (y) is otherwise in accordance with this Agreement; (iii) file any responsive or defensive pleadings or other materials in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims or Liens of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (iv) vote on any plan of reorganization, plan of arrangement, proposal or similar plan in any Insolvency or Liquidation Proceeding (subject in the case of the Initial Second Lien Collateral Agent and the Trustee, to the provisions of the Second Lien Notes Indenture restricting any such vote) in a manner that is consistent with the terms and conditions of this Agreement, file any proof of claim, make other filings and make any arguments and motions with respect to the Second Lien Obligations and the Collateral that may be asserted by an unsecured creditor so long as such filings, arguments and motions do not violate or are otherwise inconsistent with this Agreement; (v) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(i); (vi) bid for or purchase Collateral at any private, judicial or public sale or foreclosure of such Collateral (including any sale in any Insolvency or Liquidation Proceeding); provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the net cash proceeds of such bid are sufficient to cause the Discharge of First Lien Obligations at the closing of such bid; and (vii) inspect or appraise the Collateral or receive information or reports concerning the Collateral in accordance with the Second Lien Collateral Documents. Each Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders with respect to which such Second Lien Collateral Agent is acting as Agent, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral, until the Discharge of First Lien Obligations has occurred, except as expressly provided in Section 3.1(a)(i), and any Collateral or proceeds thereof received in connection with any such exercise pursuant to Section 3.1(a)(i) shall be applied pursuant to payment Section 4. Without limiting the generality of Secured Debt. the foregoing, until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a), 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Trustee Agents and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(a), (c) and (e), Section 6.1 and Section 6.3(b): (i) each Secured Debt RepresentativeSecond Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt Second Lien Claimholders agree with respect to which such Second Lien Collateral Agent is acting as Agent, agrees that such Second Lien Collateral Agent and such Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (ii) each Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders with respect to which such Second Lien Collateral Agent is acting as Agent, hereby waives any and all rights it or such Second Lien Claimholders may have as a junior lien creditor to object to the manner in which any First Lien Collateral Agent or any First Lien Claimholder seeks to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of any First Lien Collateral Agent or any First Lien Claimholder is adverse to the interest of the Second Lien Claimholders; and (iii) each Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders with respect to which such Second Lien Collateral Agent is acting as Agent, hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral Documents or any other Second Lien Documents (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of any First Lien Collateral Agent or any First Lien Claimholder with respect to the Collateral as set forth in this Agreement and the First Lien Documents; provided, however, that nothing in this section shall be deemed to waive any default or event of default that may arise under any Second Lien Documents. (e) Except as specifically set forth in Section 2.2, Sections 3.1(a) and (d) and Section 6.1, nothing in this Agreement shall prevent the Second Lien Collateral Agents and the Second Lien Claimholders from exercising rights and remedies available to unsecured creditors against a Borrower or any other Grantor that has granted Liens to secure the Second Lien Obligations (both prior to and during an issuance Insolvency or Liquidation proceeding) in accordance with the terms of the Second Lien Documents and applicable law so long as such rights and remedies do not violate, or not otherwise inconsistent with, any provision of this Agreement; provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of rights available to an Enforcement Notice all funds deposited under Account Agreements and then applied unsecured creditor with respect to the Revolving Credit Obligations Second Lien Obligations, such judgment Lien shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge subject to the contrary, any claim that payments made terms of this Agreement for all purposes (including in relation to Revolving Credit Agent (or, following the Discharge of Revolving Credit First Lien Obligations, ) as the Priority other Liens securing the Second Lien Claimholders) through the bank accounts that Obligations are subject to Account Agreements are proceeds this Agreement. (f) Nothing in this Agreement shall prohibit the receipt by any Second Lien Collateral Agent or any Second Lien Claimholder of the required payments of interest, principal and other amounts owed in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second Lien Collateral Agent or any Second Lien Claimholder of rights or remedies (including set-off) in respect of the Collateral. Nothing in this Agreement shall impair or otherwise constitute Shared adversely affect any rights or remedies any First Lien Collateral Agent or any First Lien Claimholder may have with respect to the First Lien Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Exercise of Remedies. Set Off (a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor: (i) (x) the Second Lien Collateral Agent and Tracing of and Priorities in Proceeds. the Second Lien Claimholders will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral Trustee and each Secured Debt Representative(including, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assetswithout limitation, the amount exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Second Lien Collateral Agent or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3rights or remedies (including any action of foreclosure); provided, however, that the foregoing Second Lien Collateral Agent may exercise any or all such rights after the passage of a period of 180 days from the date of delivery of a notice in writing to the First Lien Collateral Agent of its intention to exercise its right to take such actions (the "STANDSTILL PERIOD"); provided, further, however, notwithstanding anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any Second Lien Claimholder exercise any rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, the First Lien Collateral Agent or First Lien Claimholders shall have commenced the exercise of any of their rights or remedies with respect the Collateral and (y) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder, of any rights and remedies relating to the Collateral under the First Lien Credit Documents or otherwise, or (z) subject to its rights under clause (i)(x) above, object to the forbearance by the First Lien Collateral Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as the respective interests of the Second Lien Claimholders attach to the proceeds thereof subject to the relative priorities described in Section 2 hereof and (ii) the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien Claimholder; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent may file a claim or statement of interest with respect to the Second Lien Obligations, (B) the Second Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Collateral, (C) the Second Lien Claimholders shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including without limitation any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement (D) the Second Lien Claimholders shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either the Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement, (E) the Second Lien Claimholders shall be entitled to file any proof of claim and other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral and (F) the Second Lien Collateral Agent or any Second Lien Claimholder may exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period in accordance with clause (i)(x) above. In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the First Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. Notwithstanding anything to the contrary set forth above, in the event that items (a), (b) and (c) of the definition of "Discharge of First Lien Obligations" have been satisfied but First Lien Claimholders have outstanding commitments under the First Lien Credit Agreement that have not been terminated, then the provisions of this Section 3.1(a) shall not apply be applicable. (b) The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that, it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any setoff by any such Person against any Shared Collateral, unless and until the Discharge of First Lien Obligations has occurred (other than pursuant to clause (d) of the definition thereof), except as expressly provided in the proviso in clause (ii) of Section 3.1(a) of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a) of this Agreement, the sole right of the Second Lien Collateral Agent and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debtthe proceeds thereof, if any, after the Discharge of the First Lien Obligations has occurred in accordance with the terms of the Second Lien Credit Documents and applicable law. Notwithstanding anything to the contrary set forth above, in the event that items (a), (b) and (c) of the definition of "Discharge of First Lien Obligations" have been satisfied but First Lien Claimholders have outstanding commitments under the First Lien Credit Agreement that have not been terminated, then the provisions of this Section 3.1(b) shall not be applicable (c) Subject to the proviso in clause (ii) of Section 3.1(a) of this Agreement, (i) the Second Lien Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Second Lien Claimholders) through , agrees that the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Second Lien Collateral Trustee, the Secured Debt Representatives Agent and the Secured Debt ClaimholdersSecond Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Credit Documents, each agrees thatincluding any sale, prior to an issuance lease, exchange, transfer or other disposition of an Enforcement Notice, any proceeds of the Collateral, whether by foreclosure or not deposited under Account Agreementsotherwise, which are used by any Grantor to acquire other property which is and (ii) the Second Lien Collateral shall not (as among the Revolving Credit Agent, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens granted in any of the First Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders. (d) The Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral Documents or any other Second Lien Credit Document shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the First Lien Claimholders with respect to the Collateral Trustee, the Secured Debt Representatives as set forth in this Agreement and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredFirst Lien Credit Documents.

Exercise of Remedies. Set Off (a) So long as the Discharge of Senior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Parent Borrower or any other Grantor: (i) the First Lien Last Out Collateral Agent and Tracing the other First Lien Last Out Creditors will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the First Lien Last Out Collateral Agent or any First Lien Last Out Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and Priorities any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by either Senior Collateral Agent or any other Senior Creditor or any other exercise by either Senior Collateral Agent or any other Senior Creditor, of any rights and remedies relating to the Collateral under the Senior Loan Documents or otherwise, or object to the forbearance by the either Senior Collateral Agent or the other Senior Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; and (ii) the Senior Collateral Agents shall have the exclusive right, and the Required Senior Creditors shall have the exclusive right to instruct the Senior Collateral Agents, to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the First Lien Last Out Collateral Agent or any other First Lien Last Out Creditor, all as though the First Lien Last Out Obligations did not exist; provided, that (A) in Proceedsany Insolvency or Liquidation Proceeding commenced by or against the Parent Borrower or any other Grantor, the First Lien Last Out Collateral Agent may file a claim or statement of interest with respect to the First Lien Last Out Obligations, (B) the First Lien Last Out Collateral Agent may take any action (not adverse to the prior Liens on the Collateral securing the Senior Obligations, or the rights of the Senior Collateral Agents or the other Senior Creditors to exercise remedies in respect thereof) in order to preserve or protect their Lien on the Collateral in accordance with the terms of this Agreement, (C) the First Lien Last Out Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the First Lien Last Out Creditors, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (D) the First Lien Last Out Creditors may file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement and (E) the First Lien Last Out Creditors may vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement with respect to the First Lien Last Out Obligations and the Collateral. In exercising rights and remedies with respect to the Collateral, the Senior Collateral Trustee Agents and each Secured Debt Representativethe other Senior Creditors may enforce the provisions of the Senior Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) The First Lien Last Out Collateral Agent, on behalf of itself and the First Lien Last Out Creditors, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral, unless and until the Discharge of Senior Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Obligations has occurred, the sole right of the First Lien Last Out Collateral Agent and the other First Lien Last Out Creditors with respect to the Collateral is to hold a Lien on the Collateral pursuant to the First Lien Last Out Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Senior Obligations has occurred in accordance with the terms of the First Lien Last Out Note Documents and applicable law. (c) The First Lien Last Out Collateral Agent, for itself and/or and on behalf of the Secured Debt ClaimholdersFirst Lien Last Out Creditors, and each other First Lien Last Out Creditor (by its acceptance of the benefits of the First Lien Last Out Note Documents), (i) agrees that the First Lien Last Out Collateral Agent and the other First Lien Last Out Creditors will not take any action that would hinder, delay, limit or prohibit any exercise of remedies under the Senior Loan Documents, including any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the Senior Obligations to the First Lien Last Out Obligations or grant the Liens securing the First Lien Last Out Obligations equal ranking to the Liens securing the Senior Obligations and (ii) hereby waives any and all rights it or the First Lien Last Out Creditors may have as a First Lien Last Out Creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which any Senior Collateral Agent or the other Senior Creditors seek to enforce or collect the Senior Obligations or the Liens granted in any of the Senior Collateral, regardless of whether any action or failure to act by or on behalf of any Senior Collateral Agent or Senior Creditors is adverse to the interest of the First Lien Last Out Creditors. (d) The First Lien Last Out Collateral Agent hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent First Lien Last Out Security Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff First Lien Last Out Note Documents shall be deemed to restrict in any way the rights and remedies of any Senior Collateral Agent or the other Senior Creditors with respect to the Collateral as set forth in this Agreement and the Senior Loan Documents. (e) Notwithstanding anything to the contrary in preceding clauses (a) through (d) of this Section 3.1, at any time while a payment default exists with respect to the First Lien Last Out Obligations following the final maturity of the First Lien Last Out Obligations or the acceleration by the relevant First Lien Last Out Creditors of the maturity of all then outstanding First Lien Last Out Obligations, and in either case so long as 180 days have elapsed after notice thereof (and requesting that enforcement action be taken with respect to the Revolving Credit Collateral) has been received by the Senior Collateral to be held Agent and distributed pursuant to Section 4.3; provided, however, that so long as the foregoing respective payment default shall not apply to any setoff by any such Person against any Shared have been cured or waived (or the respective acceleration rescinded), the First Lien Last Out Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements First Lien Last Out Creditors, and then applied the other First Lien Last Out Creditors may, but only if the Senior Collateral Agent or the Senior Creditors are not pursuing enforcement preceding with respect to the Revolving Credit Obligations shall Collateral in a commercially reasonable manner (with any determination of which Collateral to proceed against, and in what order, to be treated as Revolving Credit made by the Senior Collateral andAgent or such Senior Creditors in their reasonable judgment), unless enforce the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Liens on Collateral Trustee) has actual knowledge granted pursuant to the contraryFirst Lien Last Out Security Documents, provided that (x) any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of Collateral or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of CollateralCollateral received by the First Lien Last Out Collateral Agent or such other First Lien Last Out Creditor, whether as the case may be, in connection with the enforcement of such Lien shall be applied in accordance with Section 4 hereof and (y) the Senior Collateral Agent or not deposited under Account Agreementsany other Senior Creditors may at any time take over such enforcement proceedings, which are used by any Grantor provided that the Senior Collateral Agent or such Senior Creditors, as the case may be, pursues enforcement proceedings with respect to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trusteein a commercially reasonably manner, with any determination of which Collateral to proceed against, and in what order, to be made by the Secured Debt Representatives Senior Collateral Agent or such Senior Creditors in their reasonable judgment, and provided further that the various ClaimholdersFirst Lien Last Out Collateral Agent or First Lien Last Out Creditors, as the case may be, shall only be able to recoup (from amounts realized by the Senior Collateral Agent or any Senior Creditors) be treated as proceeds of Collateral for purposes of determining the relative priorities in any enforcement proceeding with respect to the Collateral which was so acquired(whether initiated by the Senior Collateral Agent or Senior Creditors or taken over by them as contemplated above) any expenses incurred by them in accordance with the priorities set forth in Section 4 hereof.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities in Proceeds. Collateral Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or Guarantor, (i) the Trustee and each Secured Debt Representativethe Noteholders will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral, for itself and/or on behalf institute any action or proceeding with respect to such rights or remedies, including, without limitation, any action of foreclosure, contest, protest or object to any foreclosure proceeding or action brought by the Senior Agent or any Senior Lender, the exercise of any right under any lockbox agreement, control agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Trustee or any Noteholder is a party, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise, or object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral and (ii) the Senior Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including, without limitation, setoff and the right to credit bid their debt) and make determinations regarding release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent Trustee or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Noteholder; provided, however, (A) that in any Insolvency or Liquidation Proceeding commenced by or against the foregoing Borrower or any Guarantor, the Trustee may file a claim or statement of interest with respect to the Noteholder Claims, and (B) the Trustee may take any action not adverse to the Liens on the Common Collateral securing the Senior Lender Claims in order to preserve or protect its rights in the Common Collateral. In exercising rights and remedies with respect to the Common Collateral, the Senior Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include, without limitation, the rights of an agent or other representative appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction. (b) The Trustee, on behalf of itself and the Noteholders, agrees that it will not apply take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any setoff by any such Person against any Shared Common Collateral, unless and until the Discharge of Senior Lender Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in Section 3.1(a)(ii) above, the sole right of the Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Noteholder Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. Collateral Trustee and each Secured Debt Representativethe proceeds thereof, if any, after the Discharge of the Senior Lender Claims has occurred. (c) Subject to the proviso in Section 3.1(a)(ii) above, (a) the Trustee, for itself and/or or on behalf of the Secured Debt Claimholders agree Noteholders, agrees that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives Trustee and the Secured Debt ClaimholdersNoteholders will not take any action that would hinder any exercise of remedies undertaken by the Senior Agent under the Senior Loan Documents, each agrees thatincluding any sale, prior to an issuance lease, exchange, transfer or other disposition of an Enforcement Notice, any proceeds of the Common Collateral, whether by foreclosure or not deposited under Account Agreementsotherwise, which are used by any Grantor to acquire other property which is Collateral shall not and (as among b) the Revolving Credit Agent, the Collateral Trustee, for itself and on behalf of the Secured Debt Representatives Noteholders, hereby waives any and all rights it or the various Claimholders) be treated Noteholders may have as proceeds a junior lien creditor or otherwise to object to the manner in which the Senior Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredSenior Lender Collateral.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. . (a) The Revolving Credit Facility Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt Revolving Credit Claimholders, each acknowledges and agrees that, to the extent the Revolving Credit Facility Collateral Agent or any such Person Revolving Credit Claimholder exercises its rights of setoff against any Grantors’ Deposit Accounts, Accounts or Securities Accounts or other assetsthat contain identifiable Proceeds of Fixed Asset Collateral, a percentage of the amount of such setoff equal to the percentage that such Proceeds bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to be the Revolving Credit Collateral to constitute Fixed Asset Collateral, which amount shall be held and distributed pursuant to Section 4.3; provided, however, provided that the foregoing shall not apply to any setoff by any such Person the Revolving Credit Facility Collateral Agent against any Shared Current Asset Collateral to the extent applied to the payment of Secured Debt. Revolving Credit Obligations. (b) The Term Loan Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt Claimholders agree Term Loan Claimholders, also agrees that prior to an issuance of an Enforcement Notice Notice, all funds deposited under in a Deposit Account Agreements or a Securities Account that is subject to an Account Agreement in favor of the Revolving Credit Facility Collateral Agent and constitutes Current Asset Collateral and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Current Asset Collateral and, unless the Revolving Credit Facility Collateral Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to the Revolving Credit Facility Collateral Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts Deposit Accounts and Securities Accounts that are subject to such Account Agreements Agreements, are proceeds Proceeds of or otherwise constitute Shared Collateral, Fixed Asset Collateral are waived. waived by the Term Loan Collateral Agent and the Term Loan Claimholders. (c) The Revolving Credit Facility Collateral Agent, for itself and on behalf of the Revolving Credit Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Term Loan Collateral Agent, for itself and on behalf of the Term Loan Claimholders, each agrees that, further agree that prior to an issuance of an Enforcement Notice, any proceeds Proceeds of Collateral, whether or not deposited under in a Deposit Account Agreementsor a Securities Account subject to an Account Agreement in favor of the Revolving Credit Facility Collateral Agent, which are used by any Grantor to acquire other property which is Collateral shall not (as among between the Agents, the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives Claimholders and the various Term Loan Claimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredCollateral.

Exercise of Remedies. Set Off (a) Until the Discharge of ABL Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the ABL Grantor, the Term Loan Collateral Agent and Tracing the Term Loan Claimholders: (1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the ABL Priority Collateral; (2) will not contest, protest or object to any foreclosure proceeding or action brought by the Joint ABL Agent or any ABL Claimholder or any other exercise by the Joint ABL Agent or any ABL Claimholder of any rights and Priorities remedies under the ABL Loan Documents or otherwise, in Proceedseach case, to the extent relating to the ABL Priority Collateral (including any Enforcement Action initiated by or supported by the Joint ABL Agent or any ABL Claimholder) and (3) will not object to the forbearance by the Joint ABL Agent or any ABL Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the ABL Priority Collateral, in each case so long as any proceeds received by the Joint ABL Agent (other than any proceeds which the Joint ABL Agent permits the ABL Grantor to use in the context of any Enforcement Action) in excess of those necessary to achieve a Discharge of ABL Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of ABL Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the ABL Grantor, the Joint ABL Agent and the ABL Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Term Loan Collateral Agent shall have the credit bid rights set forth in Section 3.1(c)(5)), in each case, with respect to the ABL Priority Collateral, and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the ABL Priority Collateral without any consultation with or the consent of the Term Loan Collateral Agent or any other Term Loan Claimholder; provided that any proceeds received by the Joint ABL Agent in excess of those necessary to achieve a Discharge of ABL Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the ABL Priority Collateral, the Joint ABL Agent and the ABL Claimholders may enforce the provisions of the ABL Loan Documents and exercise remedies thereunder, in each case, with respect to ABL Priority Collateral, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Term Loan Collateral Trustee Agent or any Term Loan Claimholder and regardless of whether any such exercise is adverse to the interest of any Term Loan Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of ABL Priority Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, with respect to ABL Priority Collateral or an ABL Grantor, the Term Loan Collateral Agent and any other Term Loan Claimholder may: (1) file a claim or statement of interest with respect to the Term Loan Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the ABL Grantor; (2) take any action not adverse to the priority status of the Liens on the ABL Priority Collateral securing the ABL Obligations, or the rights of any Joint ABL Agent or the ABL Claimholders to exercise remedies in respect thereof, in order to create, perfect, preserve or protect its Lien on the ABL Priority Collateral and with respect to any ABL Pledged Collateral, take possession or control of such ABL Priority Collateral so long as the Joint ABL Agent elects in writing not to take possession or control thereof; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Term Loan Claimholders, including any claims secured by the ABL Priority Collateral, if any, in each Secured Debt Representativecase in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Term Loan Obligations and the ABL Priority Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Term Loan Collateral Agent or any other Term Loan Claimholder may be inconsistent with the provisions of this Agreement; and (5) bid for or purchase all or substantially all ABL Priority Collateral at any public, private or judicial foreclosure upon such ABL Priority Collateral initiated by the Joint ABL Agent or any other ABL Claimholder, or any sale of ABL Priority Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Term Loan Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of ABL Obligations; and (6) engage consultants and perform audits, examinations, and appraisals relating to the enforcement of Liens on any ABL Priority Collateral so long as such actions are not adverse to the rights of the Joint ABL Agent to exercise remedies thereof and do not materially affect, in the reasonable discretion of the Joint ABL Agent, the value of the ABL Priority Collateral. The Term Loan Collateral Agent, for itself and/or and on behalf of each other Term Loan Claimholder, agrees that it will not take or receive any ABL Priority Collateral or any proceeds of ABL Priority Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any ABL Priority Collateral in its capacity as a creditor, unless and until the Discharge of ABL Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of ABL Obligations has occurred, except as expressly provided in Section 6.3(b) and this Section 3.1(c), the sole right of the Term Loan Collateral Agent and the Term Loan Claimholders with respect to the ABL Priority Collateral is to hold a Lien on the ABL Priority Collateral pursuant to the Term Loan Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of ABL Obligations has occurred. (d) Subject to Sections 3.1(c) and 6.3(b): (1) the Term Loan Collateral Agent, for itself and on behalf of each other Term Loan Claimholder, agrees that the Term Loan Collateral Agent and the Term Loan Claimholders will not take any action with respect to any ABL Priority Collateral that would hinder any exercise of remedies with respect to the ABL Priority Collateral under the ABL Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the ABL Priority Collateral, whether by foreclosure or otherwise; (2) the Term Loan Collateral Agent, for itself and on behalf of each other Term Loan Claimholder, hereby waives any and all rights it or the Term Loan Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the Joint ABL Agent or any other ABL Claimholder seeks to enforce or collect the ABL Obligations against the ABL Grantor or the Liens securing the ABL Obligations granted in any of the ABL Priority Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the Secured Debt Claimholders, each Joint ABL Agent or any other ABL Claimholder is adverse to the interest of any Term Loan Claimholder; and (3) the Term Loan Collateral Agent hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Term Loan Collateral Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Term Loan Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the Joint ABL Agent or any other ABL Claimholder, in each case, with respect to the ABL Priority Collateral as set forth in this Agreement and the ABL Loan Documents. (e) Except as specifically set forth in this Agreement, the Term Loan Collateral Agent and the other Term Loan Claimholders may exercise rights and remedies as unsecured creditors against the ABL Grantor that has guaranteed or granted Liens to secure the Term Loan Obligations in accordance with the terms of the Term Loan Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to the ABL Grantor); provided that in the event that any Term Loan Claimholder becomes a judgment Lien creditor in respect of ABL Priority Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Term Loan Obligations, such judgment Lien shall be subject to the Revolving Credit terms of this Agreement for all purposes (including in relation to the ABL Obligations) in the same manner as the other Liens on the ABL Priority Collateral securing the Term Loan Obligations are subject to be held and distributed pursuant to Section 4.3this Agreement; provided, howeverfurther, that so long as the foregoing shall Discharge of ABL Obligations has not apply to occurred, in the event any setoff by Term Loan Claimholder obtains any such Person judgment against any Shared the ABL Grantor on its guaranty of the Term Loan Obligations, the Term Loan Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt RepresentativeAgent agrees, for itself and/or and on behalf of the Secured Debt Claimholders agree that prior Term Loan Claimholders, not to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied record or enforce such judgment against any real property owned or leased by the ABL Grantor to the Revolving Credit extent not constituting ABL Priority Collateral. (f) Except as specifically set forth in Section 3.1(d), nothing in this Agreement shall prohibit the receipt by the Term Loan Collateral Agent or any other Term Loan Claimholder of the required payments of interest, principal and other amounts owed in respect of the Term Loan Obligations shall be treated so long as Revolving Credit such receipt is not the direct or indirect result of the exercise by the Term Loan Collateral and, unless Agent or any other Term Loan Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien in any assets or property of the Revolving Credit ABL Grantor held by any of them or as a result of any other violation by any Term Loan Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the Joint ABL Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge any other ABL Claimholder may have with respect to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the ABL Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of Collateral. Nothing in this Agreement impairs or otherwise constitute Shared adversely affects any rights or remedies the Term Loan Collateral Agent or Term Loan Claimholders may have with respect to the Term Priority Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Exercise of Remedies. Set Off (a) The provisions of this clause (a) are subject to clause (e) below in this Section 3.1, but in any event do not apply to (or in respect of) the ATA Collateral. So long as the Discharge of First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Parent or any other Grantor: (i) the Second-Lien Collateral Agent and Tracing the other Second-Lien Creditors will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (other than the ATA Collateral) (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second-Lien Collateral Agent or any Second-Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and Priorities any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the First-Lien Collateral Agent or any other First-Lien Creditor or any other exercise by the First-Lien Collateral Agent or any other First-Lien Creditor of any rights and remedies relating to the Collateral under the First-Lien Documents or otherwise, or object to the forbearance by the First-Lien Collateral Agent or the other First-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral (other than the ATA Collateral); and (ii) the First-Lien Collateral Agent shall have the exclusive right, and the Required First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral (other than the ATA Collateral) without any consultation with or the consent of the Second-Lien Collateral Agent or any other Second-Lien Creditor, all as though the Second-Lien Obligations did not exist; provided, that (A) in Proceedsany Insolvency or Liquidation Proceeding commenced by or against Parent or any other Grantor, the Second-Lien Collateral Agent may file a claim or statement of interest with respect to the Second-Lien Obligations, (B) the Second-Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral (other than the ATA Collateral) securing the First-Lien Obligations, or the rights of the First-Lien Collateral Agent or the other First-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Collateral in accordance with the terms of this Agreement, the Second-Lien Documents and applicable law, (C) the Second-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second-Lien Creditors, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (D) the Second-Lien Creditors may file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement and (E) the Second-Lien Creditors may vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with, or not violative of, the terms of this Agreement with respect to the Second-Lien Obligations and the Collateral. In exercising rights and remedies with respect to the Collateral Trustee (other than the ATA Collateral), the First-Lien Collateral Agent and each Secured Debt Representativethe other First-Lien Creditors may enforce the provisions of the First-Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in accordance with the First-Lien Documents. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral (other than the ATA Collateral) upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that it will not take or receive any Collateral (other than the ATA Collateral) or any proceeds of Collateral (other than the ATA Collateral) in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral (other than the ATA Collateral), unless and until the Discharge of First-Lien Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First-Lien Obligations has occurred, the sole right of the Second-Lien Collateral Agent and the other Second-Lien Creditors with respect to the Collateral (other than the ATA Collateral) is to hold a Lien on the Collateral pursuant to the Second-Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the First-Lien Obligations has occurred in accordance with the terms of the Second-Lien Documents and applicable law. (c) The Second-Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt ClaimholdersSecond-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Documents), (i) agrees that the Second-Lien Collateral Agent and the other Second-Lien Creditors will not take any action that would hinder, delay, limit or prohibit any exercise of remedies under the First-Lien Documents with respect to any Collateral (other than ATA Collateral), including any collection, sale, lease, exchange, transfer or other disposition of the Collateral (other than the ATA Collateral), whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the First-Lien Obligations to the Second-Lien Obligations with respect to any Collateral (other than ATA Collateral) or grant the Liens securing the Second-Lien Obligations equal ranking to the Liens securing the First-Lien Obligations with respect to any Collateral (other than ATA Collateral) and (ii) hereby waives any and all rights it or the Second-Lien Creditors may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First-Lien Collateral Agent or the other First-Lien Creditors seek to enforce or collect the First-Lien Obligations or the Liens granted in any of the Collateral (other than the ATA Collateral), regardless of whether any action or failure to act by or on behalf of the First-Lien Collateral Agent or First-Lien Creditors is adverse to the interest of the Second-Lien Creditors. (d) The Second-Lien Collateral Agent hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Second-Lien Security Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Second-Lien Document shall be deemed to restrict in any way the rights and remedies of the First-Lien Collateral Agent or the other First-Lien Creditors with respect to the Collateral (other than the ATA Collateral) as set forth in this Agreement and the First-Lien Documents. (e) Notwithstanding anything to the contrary in preceding clauses (a) through (d) of this Section 3.1, at any time while an “event of default” exists under (and as defined in) the Second-Lien Documents, then so long as 120 days have elapsed after notice thereof (which notice requests that enforcement action be taken with respect to the Revolving Credit Collateral to be held (other than the ATA Collateral)) has been received by the First-Lien Collateral Agent and distributed pursuant to Section 4.3; provided, however, that so long as the foregoing respective “event of default” shall not apply to have been cured or waived (or any setoff by any such Person against any Shared acceleration in respect thereof rescinded), the Second-Lien Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt Claimholders agree that prior Second-Lien Creditors, and the other Second-Lien Creditors may, but only if the First-Lien Collateral Agent or the First-Lien Creditors are not pursuing in good faith enforcement proceedings with respect to an issuance all or any portion of an Enforcement Notice all funds deposited under Account Agreements the Collateral (but excluding, for this purpose, the ATA Collateral) in a commercially reasonable manner (with any determination of which Collateral to proceed against, and then applied in what order, to be made by the First-Lien Collateral Agent or such First-Lien Creditors in their reasonable judgment), enforce the Liens on Collateral granted pursuant to the Revolving Credit Obligations shall be treated as Revolving Credit Second-Lien Security Documents, provided that (x) any Collateral and, unless (other than the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative ATA Collateral) or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral (other than the ATA Collateral) received by the Second-Lien Collateral Agent or such other Second-Lien Creditor, whether as the case may be, in connection with the enforcement of such Lien shall be applied in accordance with Section 4 hereof and (y) the First-Lien Collateral Agent or not deposited under Account Agreementsany other First-Lien Creditors may at any time take over such enforcement proceedings, which are used by any Grantor provided that the First-Lien Collateral Agent or such First-Lien Creditors, as the case may be, pursue enforcement proceedings with respect to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee(other than the ATA Collateral) in a commercially reasonably manner, with any determination of which Collateral to proceed against, and in what order, to be made by the Secured Debt Representatives First-Lien Collateral Agent or such First-Lien Creditors in their reasonable judgment, and provided further that the various ClaimholdersSecond-Lien Collateral Agent or Second-Lien Creditors, as the case may be, shall only be able to recoup (from amounts realized by the First-Lien Collateral Agent or any First-Lien Creditors) be treated as proceeds of Collateral for purposes of determining the relative priorities in any enforcement proceeding with respect to the Collateral which was so acquired(other than the ATA Collateral) (whether initiated by the First-Lien Collateral Agent or First-Lien Creditors or taken over by them as contemplated above) any expenses incurred by them in accordance with the priorities set forth in Section 4 hereof.

Exercise of Remedies. Set Off (a) Except as otherwise permitted by Section 3.1(c), until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent and Tracing the Second Lien Claimholders: (1) will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including, without limitation, the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Collateral Agent or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure) or take any other Lien Enforcement Action; (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and Priorities remedies relating to the Collateral under the First Lien Loan Documents or otherwise; (3) will not object to the forbearance by the First Lien Collateral Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in Proceedseach case so long as the Liens granted to secure the Second Lien Obligations of the Second Lien Claimholders attach to the proceeds thereof subject to the relative priorities described in Section 2; (4) will not initiate or join in or petition for or vote in favor of any resolution for or instigate or support, any Insolvency or Liquidation Proceeding; and (5) will not: (i) accelerate any payment of all or any of the Second Lien Obligations; (ii) collect the Second Lien Obligations or any part thereof other than in common equity of the Company; (iii) enforce any right of repayment of any Second Lien Obligations other than in common equity of the Company; or (iv) initiate (or join in) or file or prosecute any proceeding or judicial action with respect to the Second Lien Obligations; provided that, upon 5 Business Days prior written notice to the First Lien Collateral Agent after the Standstill Period, to the extent permitted by the terms of the Second Lien Loan Documents, the Second Lien Collateral Agent may accelerate the Second Lien Obligations and may, subject to the terms of clause (4) above and the other provisions of this Agreement, file and prosecute a lawsuit to collect the Second Lien Obligations. As used in this Section 3.1(a)(5), the term “Standstill Period” means the period beginning on the occurrence of an Event of Default under and as defined in the Second Lien Loan Documents and ending on the date that is 540 days following the latest date after both (1) any Second Lien Collateral Trustee Agent shall have given notice (making specific reference to this Section 3.1(a)(5) and each Secured Debt Representativedescribing such Event of Default that is subject to such notice) to the First Lien Collateral Agent that any such Event of Default under the Second Lien Loan Documents shall have occurred and be continuing and of such Second Lien Collateral Agent’s intent to exercise rights and remedies and (2) the commencement of material work under all of the contracts that any of the Grantors then have entered into as of the time of the delivery of the notice in the preceding clause (1), except for any contracts, which individually or in the aggregate, as of such date would not entitle the Company to aggregate payments in excess of $1,000,000. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to manage, perform and enforce the terms of the First Lien Loan Documents in respect of the Collateral, to exercise and enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations in its sole discretion regarding the release, disposition, or restrictions with respect to the Collateral, including, without limitation, the exclusive right to take or retake control or possession of the Collateral and to hold, prepare for sale, process, lease, sell, dispose of or liquidate the Collateral, all without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien Claimholder. In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding anything in this Agreement to the contrary (except as specifically provided below), the Second Lien Collateral Agent and any Second Lien Claimholder may, at any time and from time to time: (1) file a claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor by or on behalf of someone other than a Second Lien Claimholder; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof) in order to create, perfect or maintain its Lien on the Collateral, subject to the terms of this Agreement; (3) ask the Company for and/or, subject to Section 4.3 hereof, scheduled payments with respect to Second Lien Obligations required to be made in accordance with the terms of the Second Lien Loan Documents then due and owing, but without acceleration of the maturity of such obligations; (4) exercise any and all of their rights and remedies in respect of any conversion or redemption of, or any other payment of, any Second Lien Obligations solely into common equity of the Company; and (5) sell, assign or otherwise transfer any and all of the Second Lien Obligations and their rights relating thereto, subject to and in compliance with the provisions of this Agreement, so long as any such subsequent holder agrees in writing to be bound by the terms of this Agreement. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral, unless and until the Discharge of First Lien Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Section 3.1(c), the sole right of the Second Lien Collateral Agent and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (1) The Second Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt Second Lien Claimholders, each agrees that the Second Lien Collateral Agent and the Second Lien Claimholders will not take any action that would hinder, delay, limit or prohibit any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise or that would limit, invalidate, avoid or set aside any Lien or Collateral Document or subordinate the priority of the First Lien Obligations to the Second Lien Obligations or afford the Liens securing the Second Lien Obligations equal ranking to the Liens securing the First Lien Obligations; (2) the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise (whether arising under the UCC or any other law) to object to the manner in which the First Lien Collateral Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and (3) the Second Lien Collateral Agent hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Second Lien Collateral Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Second Lien Loan Document shall be deemed to be restrict in any way the Revolving Credit rights and remedies of the First Lien Collateral Agent or the First Lien Claimholders with respect to be held the Collateral as set forth in this Agreement and distributed pursuant the First Lien Loan Documents. (e) Except as specifically set forth in Sections 3.1(a) and (d) and subject to Section 4.33.1(f), the Second Lien Collateral Agent and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of this Agreement, the Second Lien Loan Documents and applicable law; provided, however, provided that in the foregoing shall not apply to event that any setoff by any such Person against any Shared Second Lien Claimholder 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 extent applied Second Lien Obligations, such judgment Lien shall be subject to payment the terms of Secured Debt. this Agreement for all purposes (including in relation to the First Lien Obligations and being subordinate thereto) as the other Liens securing the Second Lien Obligations subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and (d) and Section 4.3, nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf Agent or any Second Lien Claimholders of the Secured Debt Claimholders agree that prior to an issuance required payments of an Enforcement Notice all funds deposited under Account Agreements interest, principal and then applied to other amounts owed in respect of the Revolving Credit Second Lien Obligations shall be treated so long as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise both such payment does not constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes and such receipt is not the direct or indirect result of determining the relative priorities exercise by the Second Lien Collateral Agent or any Second Lien Claimholders 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. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral which was so acquiredAgent or the First Lien Claimholders may have with respect to the First Lien Collateral.

Exercise of Remedies. Set Off (a) So long as the Discharge of First Priority Notes Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) the Second Priority Collateral Agent and Tracing the Second Priority Secured Parties will not (x) exercise or seek to exercise any rights or remedies (including setoff and the right to credit bid debt (except as set forth in Section 3.1(e) below)) with respect to any Common Collateral in respect of any Second Priority Notes Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided that the Second Priority Collateral Agent may exercise any or all such rights and Priorities remedies (but not rights the exercise of which is otherwise prohibited by this Agreement including Section 6 hereof) after a period (the “Standstill Period”) of 180 days from the date of delivery of written notice to the First Priority Collateral Agent stating that the existence of any Event of Default as defined under any Second Priority Document has occurred and is continuing thereunder as a result of which Second Priority Notes Obligations were accelerated and stating its intention to exercise its rights to take such actions only so long as (1) the First Priority Collateral Agent and the First Priority Secured Parties have not commenced (or attempted to commence or given notice of intent to commence) the exercise of any of their rights or remedies with respect to the Common Collateral or any material portion thereof or (2) no Insolvency or Liquidation Proceeding involving any Grantor has been commenced; (y) contest, protest or otherwise object to any foreclosure or enforcement proceeding or action brought with respect to the Common Collateral or any other collateral by the First Priority Collateral Agent or any First Priority Secured Party in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf respect of the First Priority Notes Obligations, the exercise of any right by the First Priority Collateral Agent or any First Priority Secured Debt ClaimholdersParty (or any agent or sub-agent on their behalf) in respect of the First Priority Notes Obligations under any control agreement, each acknowledges lockbox agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Priority Collateral Agent or any Second Priority Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and agrees that, remedies as a secured party relating to the extent Common Collateral or any such Person exercises its other collateral under the First Priority Documents or otherwise in respect of First Priority Notes Obligations; or (z) object to any waiver or forbearance by the First Priority Secured Parties from or in respect of bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral or any other collateral in respect of setoff against any Grantors’ Deposit Accountsthe First Priority Notes Obligations, Securities Accounts or other assetsin each case so long as the respective interests of the Second Priority Secured Parties attach to the proceeds thereof subject to the relative priorities described in Section 2 hereof, and (ii) except as otherwise provided herein (including in the proviso to clause (i)(x) above), the amount First Priority Collateral Agent and the First Priority Secured Parties shall have the sole and exclusive right to enforce rights, exercise remedies (including setoff and the right to credit bid their debt), marshal, process and make determinations regarding the release, disposition or restrictions, or waiver or forbearance of such setoff shall be deemed rights or remedies with respect to be the Revolving Credit Common Collateral to be held and distributed pursuant to Section 4.3without any consultation with or the consent of the Second Priority Collateral Agent or any other Second Priority Secured Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the foregoing Company or any other Grantor, the Second Priority Collateral Agent and other Second Priority Secured Parties may file a proof of claim with respect to the Second Priority Obligations, (B) the Second Priority Secured Parties shall not apply be entitled to file any necessary responsive or defensive pleadings in opposition to any setoff motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Secured Parties, including without limitation any claims secured by the Common Collateral, if any, in each case if not otherwise in contravention of the terms of this Agreement, (C) the Second Priority Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either the Bankruptcy Law or applicable non-bankruptcy law, in each case if not otherwise in contravention of the terms of this Agreement, and (D) the Second Priority Collateral Agent may take any action (not adverse to the prior Liens on the Common Collateral securing the First Priority Notes Obligations, or the rights of the First Priority Collateral Agent or the First Priority Secured Parties to exercise remedies in respect thereof) in order to prove, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Common Collateral or to prove the validity and enforceability of the Second Priority Notes Obligations. In exercising rights and remedies with respect to the Common Collateral, the First Priority Collateral Agent and the First Priority Secured Parties may enforce the provisions of the First Priority Documents and exercise remedies thereunder, all in such Person against order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any Shared applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of First Priority Notes Obligations has not occurred, the Second Priority Collateral Agent, on behalf of itself and each Second Priority Secured Party, agrees that it will not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy with respect to any Common Collateral. Without limiting the generality of the foregoing, unless and until the Discharge of First Priority Notes Obligations has occurred, except as expressly provided in the provisos in clause (i)(x) and clause (ii) of Section 3.1(a), the sole right of the Second Priority Collateral Agent and the Second Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Second Priority Security Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. the proceeds thereof, if any, after the Discharge of First Priority Notes Obligations has occurred in accordance with the Second Priority Documents. (c) Subject to the provisos in clause (i)(x) and clause (ii) of Section 3.1(a), (i) the Second Priority Collateral Trustee Agent, on behalf of itself and each Second Priority Secured Debt RepresentativeParty, for agrees that the Second Priority Collateral Agent and the other Second Priority Secured Parties will not take any action that would hinder any exercise of remedies undertaken by the First Priority Collateral Agent or the First Priority Secured Parties with respect to the Common Collateral under the First Priority Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure (judicial or non-judicial) or otherwise, and (ii) the Second Priority Collateral Agent, on behalf of itself and/or and each Second Priority Secured Party, hereby waives any and all rights it or any Second Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the First Priority Collateral Agent or the First Priority Secured Parties seek to enforce or collect the First Priority Notes Obligations or the Liens granted in any of the Common Collateral, regardless of whether any action or failure to act by or on behalf of the First Priority Collateral Agent or the First Priority Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied Parties is adverse to the Revolving Credit Obligations interests of the Second Priority Secured Parties. (d) The Second Priority Collateral Agent, on behalf of itself and each Second Priority Secured Party, acknowledges and agrees that no covenant, agreement or restriction contained in any Second Priority Document shall be treated deemed to restrict in any way the rights and remedies of the First Priority Collateral Agent or the First Priority Secured Parties with respect to the Common Collateral as Revolving Credit set forth in this Agreement and the First Priority Documents. (e) This Section 3.1 shall not be construed to in any way limit or impair the right of any Second Priority Secured Party from exercising a credit bid with respect to the Second Priority Notes Obligations in a sale or other disposition of Common Collateral andunder Section 363 of the Bankruptcy Code, unless the Revolving Credit Agent (or, following the provided that in connection with and immediately after giving effect to such sale and credit bid there occurs a Discharge of Revolving Credit First Priority Notes Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. . (a) The ABL Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt ABL Claimholders, each acknowledges and agrees that, to the extent the ABL Collateral Agent or any such Person ABL Claimholder exercises its rights of setoff set-off against any Grantors’ Deposit Accounts, Accounts or Securities Accounts that contain identifiable cash Proceeds of Fixed Asset Priority Collateral (but only to the extent that the ABL Collateral Agent has received a written notice from the Controlling Fixed Asset Collateral Agent stating that (i) a Fixed Asset Default has occurred and is continuing and specifying the relevant Fixed Asset Default and (ii) certain identifiable cash proceeds which have been deposited in a Deposit Account or other assets, a Securities Account constitute Fixed Asset Priority Collateral and reasonably identifying the amount of such setoff Proceeds and specifying the origin thereof), a percentage of the amount of such set-off equal to the percentage that such Proceeds bear to the total amount on deposit in or credited to the balance of such Deposit Accounts or Securities Accounts shall be deemed to be the Revolving Credit Collateral to constitute Fixed Asset Priority Collateral, which amount shall be held and distributed pursuant to Section 4.34.03; provided, however, that the foregoing shall not apply to any setoff set-off by any such Person the ABL Collateral Agent against any Shared ABL Priority Collateral to the extent applied to the payment of Secured Debt. ABL Obligations. (b) Each Fixed Asset Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt Claimholders agree applicable Fixed Asset Claimholders, acknowledges and agrees that prior to an issuance of an Enforcement Notice by a Fixed Asset Collateral Agent, all funds deposited under Account Agreements in an account subject to a Cash Management Control Agreement that constitute ABL Priority Collateral and then applied to the Revolving Credit ABL Obligations shall be treated as Revolving Credit ABL Priority Collateral and, unless the Revolving Credit ABL Collateral Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit the ABL Collateral Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts Deposit Accounts and Securities Accounts that are subject to Account such Cash Management Control Agreements are proceeds identifiable cash Proceeds of or otherwise constitute Shared Collateral, Fixed Asset Priority Collateral are waived. Revolving Credit waived by the Fixed Asset Collateral Agents and the Fixed Asset Claimholders. (c) The ABL Collateral Agent, Revolving for itself and on behalf of the ABL Claimholders, and each Fixed Asset Collateral Agent, for itself and on behalf of the Collateral Trustee, the Secured Debt Representatives and the Secured Debt applicable Fixed Asset Claimholders, each agrees that, further agree that prior to an issuance of an Enforcement Notice, any proceeds Proceeds of Collateral, whether or not deposited under Account Agreementsin an account subject to a deposit account control agreement or a securities account control agreement, which are used by any Grantor to acquire other property which is Collateral shall not (as among between the Revolving Credit AgentCollateral Agents, the Collateral Trustee, the Secured Debt Representatives ABL Claimholders and the various Fixed Asset Claimholders) be treated as proceeds Proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredCollateral.

Exercise of Remedies. Set Off and Tracing of and Priorities Pursuant to (i) the Funding Agreement, in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf the case of the Secured Debt ClaimholdersLender, each acknowledges (ii) the Indenture and the Indenture Security Agreement, in the case the Indenture Trustee, and (iii) applicable law, in the case of either, the Lender or the Indenture Trustee may be entitled to sell or foreclose upon receivables included in the Collateral in certain circumstances. In the event of any such sale or foreclosure by the Lender, the Lender agrees that, at any time when any Notes or other secured obligations are outstanding under the Indenture, it shall not, without the consent of the Indenture Trustee, sell or foreclose upon any Collateral other than Receivables consisting of (a) Specified Retailer Receivables, (b) other randomly selected Principal Receivables with an aggregate Outstanding Balance not in excess of the Lender’s Collateral Interest Percentage (at the time of sale) of Principal Receivables other than Specified Retailer Receivables and (c) Finance Charge Receivables relating to the extent Principal Receivables specified in clauses (a) and (b). In the event of any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts sale or other assets, foreclosure by the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Indenture Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each Indenture Trustee agrees that, prior at any time when any secured obligations are outstanding under the Funding Agreement, it shall not, without the consent of the Lender, sell or foreclose upon any Collateral other than receivables consisting of (x) randomly selected Principal Receivables (excluding Specified Retailer Receivables) with an aggregate Outstanding Balance not to an issuance exceed, for each Series of an Enforcement NoticeNotes with respect to which a sale or foreclosure is being made, the related Collateral Amount at the time of sale and (y) Finance Charge Receivables relating to the Principal Receivables specified in clause (x). Upon any sale or foreclosure complying with the applicable foregoing limitation, the Indenture Trustee (in the case of a sale or foreclosure by the Lender) or the Lender (in the case of a sale or foreclosure by the Indenture Trustee) hereby releases the Receivables that are the subject of such sale or foreclosure and their proceeds from its security interest. Any other proceeds of Collateral, whether Receivables obtained by either Lender or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities Indenture Trustee in the Collateral which was so acquiredexercise of any remedies shall be subject to the allocation provisions in the Trust Agreement.

Exercise of Remedies. Set Off (a) The First Lien Claimholders and Tracing the Second Lien Claimholders agree that, except as otherwise expressly provided in this Section 3.1, the Collateral Agent shall have the exclusive right to exercise all rights and remedies under the Security Documents and otherwise with respect to the Collateral (including, without limitation, the exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement) and Priorities in Proceeds. to institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), provided that (i) prompt notice of any exercise of any rights and remedies under the Security Documents shall have been provided by the Collateral Agent to the First Lien Trustee and each the Second Lien Lender and (ii) in exercising any such right or remedy and taking any such action the Collateral Agent shall in all cases act or refrain from acting at the direction of the First Lien Claimholders and/or the Second Lien Claimholders given in accordance with the terms of this Agreement. (b) So long as the Discharge of First Lien Secured Debt RepresentativeObligations has not occurred, for itself and/or whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor: (i) Until the expiration of the Standstill Period, the First Lien Trustee shall have the exclusive right to (x) direct the Collateral Agent to enforce rights, exercise remedies and make determinations regarding the release, disposition, or restrictions with respect to the Collateral as provided in Section 3.1(a) in the sole discretion of the First Lien Trustee on behalf of the First Lien Claimholders without any consultation with or consent of the Second Lien Lender or any other Second Lien Claimholder and (y) set-off and credit bid the First Lien Secured Debt Obligations; provided that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, a Second Lien Claimholder may file a claim or statement of interest with respect to the Second Lien Secured Obligations held by it, (B) a Second Lien Claimholder may take any action (not adverse to the prior Liens on the Collateral securing the First Lien Secured Obligations and the rights to exercise rights in respect thereof in accordance with the terms hereof and not inconsistent with the terms of this Agreement) in order to preserve or protect any Lien securing the Second Lien Secured Obligations, (C) the Second Lien Claimholders shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including without limitation any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (D) the Second Lien Claimholders shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement, (E) the Second Lien Claimholders shall be entitled to file any proof of claim and other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Secured Obligations and the Collateral and (F) after the termination of the Standstill Period, the Second Lien Claimholders shall have the rights specified in clause (iii) below. Any such exercise and enforcement by the Collateral Agent at the direction of the First Lien Trustee shall include the rights of an agent appointed by the Collateral Agent to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (ii) The Second Lien Claimholders (A) will not contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent at the direction of the First Lien Trustee or any other exercise by the Collateral Agent at the direction of the First Lien Trustee of any rights and remedies relating to the Collateral under the Transaction Documents or otherwise and (B) subject to their rights under clause (iii) below, will not object to the forbearance by the Collateral Agent (at the direction of the First Lien Trustee) from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as the respective interests of the Second Lien Claimholders attach to the proceeds thereof subject to the relative priorities described in Section 2 and Section 4 hereof. (iii) Upon the termination of the Standstill Period, the Second Lien Claimholders shall have the right to (x) direct the Collateral Agent to enforce rights, exercise remedies and make determinations regarding the release, disposition, or restrictions with respect to the Collateral as provided in Section 3.1(a) (prompt notice of such direction to be given to the First Lien Trustee) and (y) set-off and credit bid the Second Lien Secured Obligations, provided, that notwithstanding anything herein to the contrary, in no event shall any Second Lien Claimholder have the right to so direct the Collateral Agent if and for so long as, notwithstanding the expiration of the Standstill Period, the Collateral Agent shall have received direction from the First Lien Trustee prior to the termination of the Standstill Period regarding the exercise of any of its rights or remedies with respect the Collateral and shall be diligently pursuing the same or if any Insolvency or Liquidation Proceeding has been commenced in respect of any Grantor and the First Lien Claimholders have been stayed by operation of law or any court order from pursuing any such exercise of remedies, and further provided, that any Collateral or proceeds thereof or any other payment, in each case received by the Second Lien Claimholders prior to the Discharge of First Lien Secured Obligations at any time shall be segregated and held in trust and promptly forthwith paid over to the First Lien Trustee for the benefit of the First Lien Claimholders in the same form as received in accordance with and to the extent required by Section 4.2. (c) The Second Lien Lender, for itself and on behalf of the Second Lien Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral, unless and until the Discharge of First Lien Secured Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Secured Obligations has occurred, the sole right of the Second Lien Lender and the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Security Agreement and to receive a share of the proceeds thereof, if any, after the Discharge of the First Lien Secured Obligations has occurred. The Second Lien Lender, for itself and on behalf of the Second Lien Claimholders hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or Second Lien Credit Documents (other assets, the amount of such setoff than this Agreement) shall be deemed to be restrict in any way the Revolving rights and remedies with respect to the Collateral as set forth in this Agreement and the First Lien Credit Collateral Documents. (d) Subject to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to clauses (b)(i) and (iii), the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt RepresentativeSecond Lien Lender, for itself and/or and on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Second Lien Claimholders, (i) through agrees that the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives Second Lien Lender and the Secured Debt ClaimholdersSecond Lien Claimholders will not take any action that would hinder any exercise of remedies under the Security Documents or is otherwise prohibited hereunder, each agrees thatincluding any sale, prior to an issuance lease, exchange, transfer or other disposition of an Enforcement Notice, any proceeds of the Collateral, whether by foreclosure or not deposited under Account Agreementsotherwise, and (ii) hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral TrusteeAgent or the First Lien Claimholders seek to enforce or collect the First Lien Secured Obligations or the Liens granted in any of the First Lien Collateral, the Secured Debt Representatives and the various Claimholders) be treated as proceeds regardless of Collateral for purposes whether any action or failure to act by or on behalf of determining the relative priorities in the Collateral which was so acquiredAgent or the First Lien Claimholders is adverse to the interest of the Second Lien Claimholders.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated So long as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority First-Lien Representative or the Collateral Trustee) Obligations has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateralnot occurred, whether or not deposited any Insolvency or Liquidation Proceeding has been commenced by or against Holdings, the Parent Borrower or any other Grantor: (i) the Second-Lien Collateral Agent and the other Second-Lien Creditors will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the exercise of any right under Account Agreementsany lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which are used the Second-Lien Collateral Agent or any Second-Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by either First-Lien Collateral Agent or any other First-Lien Creditor or any other exercise by either First-Lien Collateral Agent or any other First-Lien Creditor, of any rights and remedies relating to the Collateral under the First-Lien Loan Documents or otherwise, or object to the forbearance by the either First-Lien Collateral Agent or the other First-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; and (ii) the First-Lien Collateral Agents shall have the exclusive right, and the Required First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agents, to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second-Lien Collateral Agent or any other Second-Lien Creditor, all as though the Second-Lien Obligations did not exist; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Parent Borrower or any other Grantor, the Second-Lien Collateral Agent may file a claim or statement of interest with respect to the Second-Lien Obligations, (B) the Second-Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral securing the First-Lien Obligations, or the rights of the First-Lien Collateral Agents or the other First-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect their Lien on the Collateral in accordance with the terms of this Agreement, (C) the Second-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Grantor Person objecting to acquire or otherwise seeking the disallowance of the claims of the Second-Lien Creditors, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (D) the Second-Lien Creditors may file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement and (E) the Second-Lien Creditors may vote on any plan of reorganization, file any proof of claim, make other property which is Collateral shall not (as among filings and make any arguments and motions that are, in each case, in accordance with the Revolving Credit Agentterms of this Agreement with respect to the Second-Lien Obligations and the Collateral. In exercising rights and remedies with respect to the Collateral, the First-Lien Collateral Trustee, the Secured Debt Representatives Agents and the various Claimholders) be treated other First-Lien Creditors may enforce the provisions of the First-Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as proceeds they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral for purposes upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of determining a secured creditor under the relative priorities in the Collateral which was so acquiredUniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

Exercise of Remedies. Set Off (a) So long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) the Second Lien Agent and Tracing the Second Priority Lenders will not exercise or seek to exercise any rights or remedies (including set-off) with respect to any Common Collateral, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), contest, protest or object to any foreclosure proceeding or action brought by the First Lien Agent or any First Priority Lender, the exercise of any right under any Second Priority Document or any lockbox agreement, control agreement, blocked account agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Second Lien Agent or any Second Priority Lender is a party, or any other exercise by any such Person, of any rights and Priorities in Proceeds. remedies relating to the Common Collateral Trustee under the First Priority Documents or otherwise, or object to the forbearance by the First Priority Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral and each Secured Debt Representative(ii) the First Lien Agent and the First Priority Lenders shall have the exclusive right to enforce rights, for itself and/or on behalf exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent Second Lien Agent or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Second Priority Lender; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the foregoing Company or any Grantor, the Second Lien Agent may file a claim or statement of interest with respect to the Second Priority Claims, subject to the limitations contained in this agreement and (B) the Second Lien Agent may take any action (not adverse to the prior Liens on the Common Collateral that secures the Second Priority Claims, or the rights of the First Lien Agent or the First Priority Lenders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Common Collateral so long as such action is consistent with the terms and limitations on the Second Lien Agent and the Second Priority Lenders imposed by this Agreement. In exercising rights and remedies with respect to the Common Collateral, the First Lien Agent and the First Priority Lenders may enforce the provisions of the First Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of the Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code and under the comparable law of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) The Second Lien Agent, on behalf of itself and the Second Priority Lenders, agrees that it will not apply take or receive, directly or indirectly, in cash or other property or by setoff, counterclaim or in any other manner (whether pursuant to any setoff by enforcement, collection, execution, levy or foreclosure proceeding or otherwise), any Common Collateral or any proceeds of such Common Collateral, in each case in connection with the exercise of any right or remedy (including set-off) with respect to any such Person against Common Collateral (or in respect of any Shared such Common Collateral in the event of the occurrence of an Insolvency or Liquidation Proceeding with respect to a Grantor), unless and until the Discharge of First Priority Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First Priority Claims has occurred, except as expressly provided in the proviso to the first sentence of Section 3.1(a) above, the sole right of the Second Lien Agent and the Second Priority Lenders with respect to such Common Collateral is to hold a Lien on such Common Collateral pursuant to the Second Priority Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. Collateral Trustee the proceeds thereof, if any, after the Discharge of the First Priority Claims has occurred. (c) Subject to the proviso to the first sentence of Section 3.1(a) above and each Secured Debt Representativewithout limiting the effect of other provisions of this Agreement, (i) the Second Lien Agent, for itself and/or and on behalf of the Secured Debt Claimholders agree Second Priority Lenders, agrees that prior to an issuance the Second Lien Agent and the Second Priority Lenders will not take any action that would hinder any exercise of an Enforcement Notice all funds deposited remedies undertaken by the First Lien Agent under Account Agreements and then applied the First Priority Documents with respect to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Common Collateral, are waived. Revolving Credit Agentincluding any sale, Revolving Claimholderslease, exchange, transfer or other disposition of the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Common Collateral, whether by foreclosure or not deposited under Account Agreementsotherwise, which are used by any Grantor to acquire other property which is Collateral shall not and (as among ii) the Revolving Credit Second Lien Agent, for itself and on behalf of the Collateral TrusteeSecond Priority Lenders, hereby waives any and all rights it or the Secured Debt Representatives Second Priority Lenders may have as a junior lien creditor to object to the manner in which the First Lien Agent or the First Priority Lenders seek to enforce or collect the First Priority Claims or the Liens granted in any First Priority Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Agent or First Priority Lenders is adverse to the interest of the Second Priority Lenders. (d) The Second Lien Agent, on behalf of itself and the various Claimholders) Second Priority Lenders, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Priority Document shall be treated deemed to restrict in any way the rights and remedies of the First Lien Agent or the First Priority Lenders with respect to the Common Collateral as proceeds of Collateral for purposes of determining set forth in this Agreement and the relative priorities in the Collateral which was so acquiredFirst Priority Documents.

Exercise of Remedies. Set Off (a) Until the Discharge of the First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Second Lien Collateral Agent and Tracing the Second Lien Claimholders: (1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Common Collateral; (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any First Lien Claimholder of any rights and Priorities remedies relating to the Common Collateral under the First Lien Documents or otherwise; and (3) will not object to the forbearance by the First Lien Collateral Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral, in Proceeds. each case so long as any Proceeds received by the First Lien Collateral Trustee Agent in excess of those necessary to achieve a Discharge of the First Lien Obligations are distributed in accordance with the UCC and each Secured Debt Representativeother applicable law, for itself and/or subject to the relative priorities described herein. (b) Until the Discharge of the First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the First Lien Collateral Agent and the First Lien Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that the Second Lien Collateral Agent shall have the credit bid rights set forth in 3.1(c)(5)) and, subject to Section 5.1, to make determinations regarding the release, disposition, or restrictions with respect to the Common Collateral on notice to the Second Lien Collateral Agent on behalf of the Secured Debt Second Lien Claimholders, but without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien Claimholder; provided, that any Proceeds received by the First Lien Collateral Agent in excess of those necessary to achieve a Discharge of the First Lien Obligations are distributed in accordance with the UCC and other applicable law, subject to the relative priorities described herein. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Common Collateral, the First Lien Collateral Agent and the First Lien Claimholders may enforce the provisions of the First Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Second Lien Collateral Agent or any Second Lien Claimholder and regardless of whether any such exercise is adverse to the interest of any Second Lien Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agent and any Second Lien Claimholder may: (1) file a claim or statement of interest with respect to the Second Lien Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Second Lien Grantor; (2) take any action (not adverse to the priority status of the Liens on the Common Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Common Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Common Collateral, if any, in each case in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Common Collateral; and (5) bid for or purchase Common Collateral at any public, private or judicial foreclosure upon such Common Collateral initiated by the First Lien Collateral Agent or any First Lien Claimholder, or any sale of Common Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations. The Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Common Collateral in its capacity as a creditor other than in accordance with and subject to Section 4.2(c), unless and until the Discharge of the First Lien Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of the First Lien Obligations has occurred, except as expressly provided in Section 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agent and the Second Lien Claimholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Second Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1(c) and Section 6.3(b): (1) the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, agrees that the Second Lien Collateral Agent and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise; (2) the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and (3) the Second Lien Collateral Agent hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Second Lien Security Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Second Lien Document (other than this Agreement) shall be deemed to be restrict in any way the Revolving Credit rights and remedies of the First Lien Collateral Agent or the First Lien Claimholders with respect to be held the Common Collateral as set forth in this Agreement and distributed pursuant the First Lien Documents. (e) Except as specifically set forth in Section 3.1(d) and Section 6, the Second Lien Collateral Agent and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Second Lien Grantor that has guaranteed or granted Liens to Section 4.3; provided, however, that secure the foregoing shall not apply Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law (including initiating or joining in an involuntary case or proceeding under the Bankruptcy Code with respect to any setoff by Grantor); provided that in the event that any such Person against any Shared Second Lien Claimholder becomes a judgment Lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt RepresentativeSecond Lien Obligations, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied such judgment Lien shall be subject to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent terms of this Agreement for all purposes (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge including in relation to the contrary, any claim that payments made to Revolving Credit Agent (or, following First Lien Obligations) as the Discharge of Revolving Credit Obligations, other Liens securing the Priority Second Lien Claimholders) through the bank accounts that Obligations are subject to Account Agreements are proceeds this Agreement. (f) Except as specifically set forth in Sections 3.1(d), nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agent or any Second Lien Claimholders of the required payments of interest, principal and other amounts owed 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 Collateral Agent or any Second Lien Claimholders of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise constitute Shared adversely affects any rights or remedies the First Lien Collateral Agent or the First Lien Claimholders may have with respect to the First Lien Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf (a) Subject to the provisions of the Secured Debt Claimholderssecond sentence of Section 2.2(a) hereof, each acknowledges so long as the Discharge of Senior Obligations has not occurred, whether or not any Proceeding has been commenced by or against the Company or any other Grantor: (i) neither the Trustee nor the Subordinated Creditor will exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Trustee or any Subordinated Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and agrees thatany Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the Senior Agent or any other Senior Creditor or any other exercise by the Senior Agent or any other Senior Creditor of any rights and remedies relating to Collateral under the Senior Credit Documents or otherwise, or object to the forbearance by the Senior Agent or the other Senior Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to Collateral; and (ii) the Senior Agent shall have the exclusive right, and the Required Senior Creditors shall have the exclusive right to instruct the Senior Agent, to enforce rights, exercise remedies (including set-off and the extent right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to Collateral without any such Person exercises its rights consultation with or the consent of setoff against any Grantors’ Deposit Accountsthe Trustee or the Subordinated Creditor, Securities Accounts or other assets, all as though the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Subordinated Obligations did not exist; provided, however, that (A) in any Proceeding commenced by or against the foregoing Company or any other Grantor, the Trustee may (x) subject to the provisions of Section 2.2(b) hereof, file a claim or statement of interest with respect to the Subordinated Obligations and (y) subject to the provisions of Section 2.2(c) hereof, vote such claim, (B) the Trustee, at the written direction of Table of Contents the Subordinated Creditor, may take any action (not adverse to the prior Liens on Common Collateral securing the Senior Obligations, or the rights of the Senior Agent or the other Senior Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on Collateral in accordance with the terms of this Agreement (and, with respect to its Liens on Specified Collateral, shall not apply take any such action if instructed to do so by the Senior Agent), (C) the Subordinated Creditor shall be entitled to file any necessary responsive or defensive pleading in opposition to any setoff motion, claim, adversary proceeding or other pleading made by any such Person against objecting to or otherwise seeking the disallowance of the claims of the Subordinated Creditor, including any Shared claim secured by Collateral, if any, in each case in accordance with the terms of this Agreement and (D) the Subordinated Creditor may file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement and (E) subject to the provisions of Section 2.2(c) hereof, the Trustee and the Subordinated Creditor may file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement with respect to the Subordinated Obligations and Common Collateral. (b) Subject to the provisions of Section 2.2(a) hereof, each of the Trustee and the Subordinated Creditor agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral, unless and until the Discharge of Senior Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Obligations has occurred, the sole right of the Trustee and the Subordinated Creditor with respect to Common Collateral is to hold a Lien on Common Collateral pursuant to the Subordinated Security Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. Collateral the proceeds thereof, if any, after the Discharge of the Senior Obligations has occurred in accordance with the terms of the Subordinated Debt Documents and applicable law. (c) Each of the Trustee and each Secured Debt Representativethe Subordinated Creditor (i) agrees that neither the Trustee nor the Subordinated Creditor will take any action that would hinder, for itself and/or delay, limit or prohibit any exercise of remedies under the Senior Credit Documents, including any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the Senior Obligations to the Subordinated Obligations or grant the Liens on Common Collateral securing the Subordinated Obligations equal ranking to the Liens securing the Senior Obligations and (ii) hereby waives any and all rights it may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the Senior Agent or the other Senior Creditors seek to enforce or collect the Senior Obligations or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied Senior Agent or Senior Creditors is adverse to the Revolving interest of the Trustee or the Subordinated Creditor. (d) The Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Subordinated Security Documents or any other Subordinated Credit Obligations Document shall be treated as Revolving Credit Collateral and, unless deemed to restrict in any way the Revolving Credit rights and remedies of the Senior Table of Contents Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge other Senior Creditors with respect to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives as set forth in this Agreement and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Senior Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredDocuments.

Exercise of Remedies. Set Off (a) So long as the Discharge of Senior Lien Obligations has not occurred (but subject to the Second Lien Claimholders’ rights under Section 4.1), whether or not any Insolvency Proceeding has been commenced by or against the Issuer or any other Grantor: (i) subject to the limited rights of the Second Lien Claimholders under Section 4.1 to make demand for and Tracing receive payment of interest in the specific circumstances provided in that Section, the Second Lien Claimholders will not accelerate, make any demand for or accept any payment under the Grantor Guaranties or exercise or seek to exercise any other rights or remedies in respect of the Second Lien Obligations (including set-off) under any Second Lien Credit Documents (including, without limitation, the exercise of any right under any Second Lien Collateral Document to which a Grantor is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure). (ii) no Second Lien Claimholder will (a) contest, protest or object to any enforcement or foreclosure proceeding or action brought by the Senior Lien Collateral Agent or any Senior Lien Claimholder or any other exercise by the Senior Lien Collateral Agent or any Senior Lien Claimholder, of any rights and Priorities remedies under the Senior Lien Note Documents or otherwise, or (b) object to the forbearance by the Senior Lien Collateral Agent or the Senior Lien Claimholders from bringing or pursuing any enforcement or foreclosure proceeding or action or any other exercise of any rights or remedies against the Issuer or the Guarantor, in Proceedseach case so long as the respective interests of the Second Lien Claimholders attach to any remaining proceeds of foreclosure proceedings against the Collateral, after application to the Senior Lien Obligations and subject to the relative priorities described in Section 2 hereof; and (iii) the Senior Lien Collateral Agent and the Senior Lien Claimholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Claimholder; provided, that (A) in any Insolvency Proceeding commenced by or against the Issuer or any other Grantor, any Second Lien Claimholder may file a proof of claim or statement of interest with respect to the Second Lien Obligations, (B) any Second Lien Claimholder may take any action (not adverse, as reasonably determined by the Senior Lien Claimholders, to the prior Liens on the Collateral securing the Senior Lien Obligations, or the rights of the Senior Lien Collateral Agent or any Senior Lien Claimholders to exercise remedies in respect thereof and not inconsistent with the term of this Agreement) in order to preserve or protect its Lien on the Collateral, (C) the Second Lien Claimholders shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including without limitation any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (D) the Second Lien Claimholders shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement, and (E) the Second Lien Claimholders shall be entitled to file any proof of claim and other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral. (b) In exercising rights and remedies with respect to the Collateral, the Senior Lien Collateral Agent and the Senior Lien Claimholders may enforce the provisions of the Senior Lien Note Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral Trustee upon foreclosure, to incur expenses in connection with such sale or disposition, and each Secured Debt Representativeto exercise, in addition to the rights and remedies provided under the Senior Lien Note Documents, all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction, all such rights and remedies being cumulative and not exclusive. (c) So long as the Discharge of Senior Lien Obligations has not occurred (but subject to the Second Lien Claimholders’ rights under Section 4.1), whether or not any Insolvency Proceeding has been commenced by or against the Issuer or any other Grantor, the Second Lien Claimholders agree that they will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lien Obligations has occurred (but subject to the Second Lien Claimholders’ rights under Section 4.1), the sole right of the Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for itself and/or the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the Senior Lien Obligations has occurred and in accordance with the terms of the Second Lien Credit Documents and applicable law. (d) The Second Lien Claimholders, (i) agree that the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the Senior Lien Note Documents or that is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, and (ii) hereby waive any and all rights they may have as a junior lien creditor or otherwise to object to the manner in which the Senior Lien Collateral Agent or the Senior Lien Claimholders seek to enforce or collect the Senior Lien Obligations or the Liens granted in any of the Senior Lien Collateral, regardless of whether any action or failure to act by or on behalf of the Secured Debt Senior Lien Collateral Agent or Senior Lien Claimholders is adverse to the interest of the Second Lien Claimholders, each . (e) Each Second Lien Claimholder hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Second Lien Collateral Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Second Lien Credit Document shall be deemed to restrict in any way the rights and remedies of the Senior Lien Collateral Agent or the Senior Lien Claimholders with respect to the Collateral as set forth in this Agreement and the Senior Lien Note Documents. (f) Notwithstanding anything to the contrary set forth in the Second Lien Credit Documents, no rights or remedies may be the Revolving Credit Collateral to enforced, and no notices or demands may be held and distributed pursuant to Section 4.3; providedgiven, however, that the foregoing shall not apply with respect to any setoff Senior Lien Primary Assets as a consequence of an Event of Default arising solely under (and as defined in) any cross default provision of the Second Lien Credit Documents by reason of the occurrence of an Event of Default under (and as defined in) Senior Lien Note Agreements, unless such Event of Default has continued without permanent or temporary waiver or cure for more than 180 days. Upon a cure or permanent or temporary waiver of any such Person against Event of Default under the Senior Lien Note Agreements, any Shared Collateral Event of Default under the Second Lien Credit Documents that arises solely as a result of a cross default provision under the Second Lien Credit Documents shall thereupon be automatically and concurrently be deemed cured or permanently or temporarily waived, as applicable, to the same extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of as the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited cure or permanent or temporary waiver under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Senior Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredNote Documents.

Exercise of Remedies. Set Off Actions Upon Breach; Specific Performance. If any Second Lien Claimholder, in contravention of the terms of this Agreement, in any way take, attempt to or threaten to take any action with respect to the Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, this Agreement shall create an irrebutable presumption and Tracing of admission by such Second Lien Claimholder that relief against such Second Lien Claimholder by injunction, specific performance and/or other appropriate equitable relief is necessary to prevent irreparable harm to the First Lien Claimholders, it being understood and Priorities in Proceeds. agreed by the Second Lien Collateral Trustee and each Secured Debt Representative, for itself and/or Agent on behalf of each Second Lien Claimholder that (i) the Secured Debt First Lien Claimholders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Second Lien Claimholder waives any defense that the Grantors and/or the First Lien Claimholders cannot demonstrate damage and/or be made whole by the awarding of damages. Each of the First Lien Collateral Agent and the Second Lien Collateral Agent may demand specific performance of this Agreement. The First Lien Collateral Agent, on behalf of itself and the First Lien Claimholders under the First Lien Loan Documents, and the Second Lien Collateral Agent, on behalf of itself and the Second Lien Claimholders, each acknowledges hereby irrevocably waive any defense based on the adequacy of a remedy at law and agrees thatany other defense which might be asserted to bar the remedy of specific performance in any action which may be brought by the First Lien Collateral Agent or the First Lien Claimholders or the Second Lien Collateral Agent or the Second Lien Claimholders, to as the extent any such Person exercises its rights case may be. No provision of setoff against any Grantors’ Deposit Accounts, Securities Accounts this Agreement shall constitute or other assets, the amount of such setoff shall be deemed to be constitute a waiver by the Revolving Credit First Lien Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Second Lien Collateral Trustee) has actual knowledge Agent of any right to the contrary, seek damages from any claim that payments made to Revolving Credit Agent (or, following the Discharge Person in connection with any breach or alleged breach of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredthis Agreement.

Exercise of Remedies. Set Off (a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Seller: (i) the Second Lien Agent and Tracing the Second Lien Claimholders will not (x) exercise or seek to exercise any rights or remedies (including set-off) with respect to any Collateral (including, without limitation, the exercise of and Priorities any right or remedy to replace any Person then acting as “Servicer” in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf respect of the Secured Debt assets of the Seller) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any foreclosure proceeding or action brought by the First Lien Agent or any First Lien Claimholder or any other exercise by the First Lien Agent or any First Lien Claimholder, of any rights or remedies relating to the Collateral under the First Lien Transaction Documents or otherwise, or (z) object to the forbearance by the First Lien Agent or the First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as the respective interests of the Second Lien Claimholders attach to the proceeds thereof, if any, subject to the relative priorities described in Section 2 hereof and (ii) the First Lien Agent and the First Lien Claimholders shall have the exclusive right to enforce (or refrain from enforcing) rights, exercise (or refrain from exercising) remedies (including set-off) and release, subject to Section 5.1 of this Agreement, dispose of, or make determinations with respect to the Collateral without any consultation with or the consent of the Second Lien Agent or any Second Lien Claimholder; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Seller, the Second Lien Agent may vote on any plan of reorganization (including, without limitation, vote to accept or reject any plan of partial or complete, liquidation, reorganization, arrangement, composition or extension), file a proof of claim, statement of interest or other filing with respect to the Second Lien Obligations and the Second Lien Transaction Documents, in accordance with and not prohibited by the terms of this Agreement, (B) the Second Lien Agent may take any action (not adverse to the prior Liens on the Collateral securing the First Lien Obligations, including, without limitation, the priority thereof, or the rights of the First Lien Agent or any First Lien Claimholders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Collateral, in accordance with and not prohibited by the terms of this Agreement, (C) the Second Lien Claimholders shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance or avoidance of the claims or Liens of the Second Lien Claimholders, including without limitation any claims secured by the Collateral, if any, in each acknowledges case, in accordance with and agrees thatnot prohibited by the terms of this Agreement, (D) join (but not exercise control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with such Person exercises its enforcement action by the First Lien agent, and (E) the Second Lien Claimholders shall be entitled to file and litigate any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Seller arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case, in accordance with and not prohibited by the terms of this Agreement. In exercising rights and remedies with respect to the Collateral, the First Lien Agent and the First Lien Claimholders may enforce the provisions of the First Lien Transaction Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed an agent appointed by them to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of sell or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds dispose of Collateral for purposes upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of determining a secured creditor under the relative priorities in the Collateral which was so acquiredUniform Commercial Code and of a secured creditor under any Bankruptcy Laws.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities in Proceeds. Collateral Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) the Trustee and each Secured Debt Representativethe Noteholders will not exercise or seek to exercise any rights or remedies (including set-off) with respect to any Common Collateral in respect of any Noteholder Claims, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the Credit Agent or any Senior Lender in respect of Senior Lender Claims, the exercise of any right under any lockbox agreement, control agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Trustee or any Noteholder is a party, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, or object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims and (ii) the Credit Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Trustee or any Noteholder; and, should the Credit Agent and the Senior Lenders decide to foreclose on any of the Common Collateral as part of its enforcement of the Senior Lenders Claims under the Senior Collateral Documents, (A) the Noteholders and the Trustee shall not contest such foreclosure and shall release any and all claims in respect of such Common Collateral (except for itself and/or the right to receive the balance of Proceeds after Discharge of Senior Lender Claims as described in Section 4.1) so that it may be sold free and clear of the Liens of the Noteholders and of the Trustee, on behalf of the Secured Debt ClaimholdersNoteholders, each and the Trustee, for itself and on behalf of any such Noteholder, shall, within five (5) business days of request by the Credit Agent, execute and deliver to the Credit Agent such termination statements, releases and other documents as the Credit Agent may request to effectively confirm such release and (B) the Trustee, for itself and on behalf of the Noteholders, hereby irrevocably constitutes and appoints the Credit Agent and any officer or agent of the Credit Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Trustee or such holder or in the Credit Agent's own name, from time to time in the Credit Agent's discretion, for the purpose of carrying out the terms of this Section 3.1(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary to accomplish the purposes of this Section 3.1(a), including any termination statements, endorsements or other instruments of transfer or release; PROVIDED, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, the Trustee may file a claim or statement of interest with respect to the Noteholder Claims and (B) the Trustee may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Credit Agent or the Senior Lenders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Common Collateral. In exercising rights and remedies with respect to the Common Collateral, the Credit Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) The Trustee, on behalf of itself and the Noteholders, agrees that, after an event of default under the First Lien Indebtedness has occurred with respect to which the Credit Agent has provided written notice to the Trustee, and until such event of default is cured or waived, it will not take or receive any Common Collateral or any Proceeds of Common Collateral in respect of Noteholder Claims, unless and until the Discharge of Senior Lender Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of Noteholder Claims pursuant to the Noteholder Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) the Trustee, for itself and on behalf of the Noteholders, agrees that the Trustee and the Noteholders will not take any action that would hinder any exercise of remedies undertaken by the Credit Agent or the Senior Lenders with respect to the Common Collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) the Trustee, for itself and on behalf of the Noteholders, hereby waives any and all rights it or the Noteholders may have as a junior lien creditor or otherwise to object to the manner in which the Credit Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Common Collateral in respect of Senior Lender Claims, regardless of whether any action or failure to act by or on behalf of the Credit Agent or Senior Lenders is adverse to the interest of the Noteholders. (d) The Trustee hereby acknowledges and agrees thatthat no covenant, to the extent agreement or restriction contained in any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Noteholder Document shall be deemed to be restrict in any way the Revolving rights and remedies of the Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that Agent or the foregoing shall not apply to any setoff by any such Person against any Shared Collateral Senior Lenders with respect to the extent applied to payment of Secured Debt. Common Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives set forth in this Agreement and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredSenior Lender Documents.

Exercise of Remedies. Set Off Restrictions on the Notes Collateral Agent and Tracing the Notes Claimholders (a) Until the Discharge of Revolving Credit Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Notes Collateral Agent and Priorities the Notes Claimholders: (1) will not exercise or seek to exercise any rights or remedies with respect to any Revolving Credit Primary Collateral (including the exercise of any right of setoff or any right under any Account Agreement, landlord waiver, landlord access agreement, collateral access agreement or bailee’s letter or similar agreement or arrangement to which the Notes Collateral Agent or any Notes Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); (2) will not contest, protest or object to any foreclosure or other proceeding or action brought by the US Revolving Credit Collateral Agent or any Revolving Credit Claimholder or any other exercise by the US Revolving Credit Collateral Agent or any Revolving Credit Claimholder of any rights and remedies relating to the Revolving Credit Primary Collateral, whether under the Revolving Credit Documents or otherwise; and (3) except as may be permitted in Proceeds. Section 3.1(c), will not object to or challenge the forbearance by the US Revolving Credit Collateral Trustee and each Secured Debt RepresentativeAgent or any Revolving Credit Claimholder from bringing or pursuing any Enforcement; provided, for itself and/or on behalf of the Secured Debt Claimholdershowever, each acknowledges and agrees that, in the case of (1), (2) and (3) above, the Liens (if any) granted to secure the Notes Obligations shall attach to any proceeds resulting from actions taken by the US Revolving Credit Collateral Agent or any Revolving Credit Claimholder in accordance with this Agreement and remaining after application of such proceeds to the extent necessary to meet the requirements of a Discharge of Revolving Credit Obligations. (b) Until the Discharge of Revolving Credit Obligations has occurred, whether or not any such Person exercises its rights of setoff Insolvency or Liquidation Proceeding has been commenced by or against any Grantors’ Deposit Accounts, Securities Accounts or other assetsGrantor, the amount of such setoff shall be deemed to be US Revolving Credit Collateral Agent and the Revolving Credit Claimholders shall have the right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, in connection therewith make determinations regarding the release, disposition, or restrictions with respect to the Revolving Credit Primary Collateral to be held and distributed pursuant to Section 4.3without any consultation with, interference by (provided that any action permitted under this Agreement shall not constitute an interference) or the consent of the Notes Collateral Agent or any Notes Claimholder (including voluntary Dispositions of Revolving Credit Primary Collateral by the respective Grantors after a Revolving Credit Default); provided, however, that the foregoing Lien (if any) securing the Notes Obligations shall not apply to any setoff by any such Person against any Shared Collateral to remain on the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then proceeds (other than those applied to the Revolving Credit Obligations shall be treated as Obligations) of such Revolving Credit Primary Collateral released or disposed of subject to the relative priorities described in Section 2. In exercising rights and remedies with respect to the Revolving Credit Primary Collateral, the US Revolving Credit Collateral and, unless Agent and the Revolving Credit Claimholders may enforce the provisions of the Revolving Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion and without interference by the Notes Collateral Agent or the Notes Claimholders (orprovided that any action permitted under this Agreement shall not constitute an interference). Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of the Revolving Credit Primary Collateral, following to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under the Bankruptcy Laws or other laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Notes Collateral Agent and any Notes Claimholder may: (1) file one or more claims or statements of interest with respect to the Notes Obligations of any Grantor; provided that an Insolvency or Liquidation Proceeding has been commenced by or against such Grantor; (2) take any action (not adverse to the priority status of the Liens on the Revolving Credit Primary Collateral, or the rights of the US Revolving Credit Collateral Agent or any of the Revolving Credit Claimholders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on any of the Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Notes Claimholders, including any claims secured by the Revolving Credit Primary Collateral, if any, in each case in accordance with the terms of this Agreement; (4) in any Insolvency or Liquidation Proceeding, file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case not prohibited by the terms of this Agreement; (5) in any Insolvency or Liquidation Proceeding, vote on any plan of reorganization with respect to the Notes Collateral; (6) exercise any of its rights or remedies with respect to any of the Revolving Credit Primary Collateral after the Discharge of Revolving Credit Obligations, Obligations has occurred; (7) make a cash bid on all or any portion of the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent Primary Collateral in any foreclosure proceeding or action; and (or8) object to any proposed acceptance of Revolving Credit Primary Collateral by any Revolving Credit Claimholder pursuant to Section 9-620 of the UCC. The Notes Collateral Agent, following on behalf of itself and the Notes Claimholders, agrees that it will not take or receive any Revolving Credit Primary Collateral or any proceeds of such Revolving Credit Primary Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any such Revolving Credit Primary Collateral in its capacity as a creditor in violation of this Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of Revolving Credit Obligations has occurred, except as expressly provided in Section 6.3(c)(1) and this Section 3.1(c), the sole right of the Notes Collateral Agent and the Notes Claimholders with respect to the Revolving Credit Primary Collateral is to hold a Lien (if any) on such Revolving Credit Primary Collateral pursuant to the applicable Notes Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Revolving Credit Obligations has occurred. (d) Subject to Section 3.1(c) and Section 6.3(c)(1): (1) the Notes Collateral Agent, for itself and on behalf of the Notes Claimholders, agrees that the Notes Collateral Agent and the Notes Claimholders will not take any action with respect to the Revolving Credit Primary Collateral that would hinder any exercise of remedies by the US Revolving Credit Collateral Agent under the Revolving Credit Documents or that is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Revolving Credit Primary Collateral, whether by foreclosure or otherwise; (2) the Notes Collateral Agent, for itself and on behalf of the Notes Claimholders, hereby waives any and all rights the Notes Collateral Agent or the Notes Claimholders, as applicable, may have as a junior lien creditor with respect to the Revolving Credit Primary Collateral or otherwise to object to the manner in which the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders seek to enforce or collect the Revolving Credit Obligations or the Liens securing the Revolving Credit Obligations granted in any of the Revolving Credit Documents or undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders is adverse to the interest of the Notes Claimholders; and (3) the Notes Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Notes Collateral Documents or any other Notes Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the US Revolving Credit Collateral Agent or the Revolving Credit Claimholders with respect to the enforcement of the Liens on the Revolving Credit Primary Collateral as set forth in this Agreement and the Revolving Credit Documents. (e) Except as otherwise specifically set forth in Sections 3.1(a) and (c), the Notes Collateral Agent and the Notes Claimholders may exercise rights and remedies as unsecured creditors against any Grantor that has guaranteed or granted Liens to secure the Notes Obligations, and the Priority Notes Collateral Agent may exercise rights and remedies with respect to the Notes Collateral, in each case, in accordance with the terms of the Notes Documents and applicable law; provided, however, that in the event that the Notes Collateral Agent or any Notes Claimholder becomes a judgment Lien Claimholderscreditor in respect of Revolving Credit Primary Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Notes Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the Revolving Credit Obligations) through as the bank accounts that other Liens securing the Notes Obligations are subject to Account Agreements are proceeds this Agreement. (f) Nothing in this Agreement shall prohibit the receipt by the Notes Collateral Agent or any Notes Claimholder of the required payments of interest, principal and other amounts owed in respect of the Notes Obligations, so long as such receipt is not the direct or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, indirect result of the exercise by the Notes Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance Agent or any Notes Claimholder of an Enforcement Notice, any proceeds rights or remedies as a secured creditor in respect of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, Primary Collateral (including set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies any Revolving Credit Collateral Agent or the Collateral Trustee, Revolving Credit Claimholders may have against the Secured Debt Representatives and Grantors under the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredRevolving Credit Documents.

Exercise of Remedies. Set Off (a) So long as the Discharge of Senior Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) neither any Second Priority Representative nor any Second Priority Debt Party will (x) exercise or seek to exercise any rights or remedies (including setoff or recoupment) with respect to any Shared Collateral in respect of any Second Priority Debt Obligations, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided, that the Designated Second Priority Representative may exercise any or all such rights (but not rights the exercise of which is otherwise prohibited by this Agreement including Article VI hereof) after a period (the “Standstill Period”) of 180 consecutive days has elapsed from the date of delivery of written notice from the Designated Second Priority Representative to the Senior Representative stating that (A) an Event of Default (as defined under the Second Priority Debt Documents) has occurred and Tracing is continuing thereunder, (B) the Second Priority Debt Obligations are currently due and payable in full (whether as a result of and Priorities acceleration thereof or otherwise) in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf accordance with the terms of the Second Priority Debt Documents, and (C) the Designated Second Priority Representative intends to exercise its rights to take such actions, only so long as the Senior Representative or Senior Secured Debt ClaimholdersParties are not then diligently pursuing their rights and remedies with respect to all or a material portion of the Shared Collateral or diligently attempting to vacate any stay or prohibition against such exercise or the Company or any other Grantor is then a debtor under or with respect to (or otherwise subject to ) any Insolvency or Liquidation Proceeding, each acknowledges and agrees that(y) contest, protest or object to any foreclosure proceeding or action brought with respect to the extent Shared Collateral or any other Senior Collateral by the Senior Representative or any Senior Secured Party in respect of the Senior Obligations, the exercise of any right by the Senior Representative or any Senior Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Senior Representative or any Senior Secured Party either is a party or may have rights as a third party beneficiary, or any other exercise by any such Person exercises its party of any rights and remedies relating to the Shared Collateral under the Senior Debt Documents or otherwise in respect of setoff against the Senior Collateral or the Senior Obligations, or (z) object to the forbearance by the Senior Secured Parties from bringing or pursuing any Grantors’ Deposit Accounts, Securities Accounts foreclosure proceeding or action or any other assetsexercise of any rights or remedies relating to the Shared Collateral in respect of Senior Obligations and (ii) except as otherwise provided herein, the amount Senior Representative and the Senior Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including setoff, recoupment and the right to credit bid their debt) and make determinations regarding the release, disposition or restrictions with respect to the Shared Collateral without any consultation with or the consent of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3any Second Priority Representative or any Second Priority Debt Party; provided, however, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the foregoing shall Company or any other Grantor, any Second Priority Representative may file a claim, proof of claim, or statement of interest with respect to the Second Priority Debt Obligations under its Second Priority Debt Facility, (B) any Second Priority Representative may take any action (not apply adverse to the prior Liens on the Shared Collateral securing the Senior Obligations or the rights of the Senior Representative or the Senior Secured Parties to exercise remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Lien on, the Shared Collateral, (C) any Second Priority Representative and the Second Priority Secured Parties may exercise their rights and remedies as unsecured creditors, as provided in Section 5.04, (D) any Second Priority Representative may exercise the rights and remedies provided for in Article VI, (E) in any Insolvency or Liquidation Proceeding, any Second Priority Secured Party may file any necessary or appropriate responsive or defensive pleadings in opposition to any setoff motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of the Second Priority Secured Parties, including without limitation any claims secured by the Shared Collateral, if any, in each case in accordance with the terms of this Agreement, and (F) in any Insolvency or Liquidation Proceeding, the Second Priority Secured Parties may vote on any plan of reorganization, but only to the extent consistent with the provisions hereof. In exercising rights and remedies with respect to the Senior Collateral, the Senior Representative and the Senior Secured Parties may enforce the provisions of the Senior Debt Documents and exercise remedies thereunder, all in such Person against order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Obligations has not occurred, each Second Priority Representative, on behalf of itself and each Second Priority Debt Party under its Second Priority Debt Facility, agrees that it will not, in the context of its role as secured creditor, take or receive any Shared Collateral or any Proceeds of Shared Collateral in connection with the exercise of any right or remedy (including setoff and recoupment) with respect to any Shared Collateral in respect of Second Priority Debt Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.01(a), the sole right of the Second Priority Representatives and the Second Priority Debt Parties with respect to the Shared Collateral is to hold a Lien on the Shared Collateral in respect of Second Priority Debt Obligations pursuant to the Second Priority Debt Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. Collateral Trustee and the Proceeds thereof, if any, after the Discharge of Senior Obligations has occurred. (c) Subject to the proviso in clause (ii) of Section 3.01(a), (i) each Secured Debt Second Priority Representative, for itself and/or and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, agrees that neither such Second Priority Representative nor any such Second Priority Debt Party will take any action that would hinder any exercise of remedies undertaken by the Senior Representative or any Senior Secured Party with respect to the Shared Collateral under the Senior Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Shared Collateral, whether by foreclosure or otherwise, and (ii) each Second Priority Representative, for itself and on behalf of each Second Priority Debt Party under its Second Priority Debt Facility, hereby waives any and all rights it or any such Second Priority Debt Party may have as a junior lien creditor or otherwise to object to the manner in which the Senior Representative or the Senior Secured Parties seek to enforce or collect the Senior Obligations or the Liens granted on any of the Senior Collateral, regardless of whether any action or failure to act by or on behalf of the Senior Representative or any other Senior Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied Party is adverse to the Revolving Credit Obligations interests of the Second Priority Debt Parties. (d) Each Second Priority Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Priority Debt Document shall be treated deemed to restrict in any way the rights and remedies of the Senior Representative or the Senior Secured Parties with respect to the Senior Collateral as Revolving Credit Collateral and, unless set forth in this Agreement and the Revolving Credit Agent Senior Debt Documents. (or, following e) Until the Discharge of Revolving Credit Senior Obligations, the relevant Priority Lien Senior Representative shall have the exclusive right to exercise any right or the Collateral Trustee) has actual knowledge remedy with respect to the contraryShared Collateral and shall have the exclusive right to determine and direct the time, method and place for exercising such right or remedy or conducting any claim that payments made to Revolving Credit Agent (or, following proceeding with respect thereto. Following the Discharge of Revolving Credit Senior Obligations, the Designated Second Priority Lien Claimholders) through Representative shall have the bank accounts that are subject exclusive right to Account Agreements are proceeds of exercise any right or otherwise constitute Shared remedy with respect to the Collateral, are waived. Revolving Credit Agentand the Designated Second Priority Representative shall have the exclusive right to direct the time, Revolving Claimholdersmethod and place of exercising or conducting any proceeding for the exercise of any right or remedy available to the Second Priority Debt Parties with respect to the Collateral, or of exercising or directing the exercise of any trust or power conferred on the Second Priority Representatives, or for the taking of any other action authorized by the Second Priority Collateral Documents; provided, however, that nothing in this Section shall impair the right of any Second Priority Representative or other agent or trustee acting on behalf of the Second Priority Debt Parties to take such actions with respect to the Collateral Trustee, after the Secured Discharge of Senior Obligations as may be otherwise required or authorized pursuant to any intercreditor agreement governing the Second Priority Debt Representatives and Parties or the Secured Second Priority Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredObligations.

Exercise of Remedies. Set Off Restrictions on Junior Priority Collateral Agent. (a) Until the Discharge of Priming Senior Priority Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Junior Priority Collateral Agent and Tracing the Junior Priority Claimholders: (1)will not contest, protest or object to, or otherwise interfere with, any foreclosure proceeding or action brought by the Senior Priority Collateral Agent or any Senior Priority Claimholder or any other exercise by the Senior Priority Collateral Agent or any Senior Priority Claimholder of any rights and Priorities remedies relating to the Collateral, whether under the Senior Priority Documents or otherwise; (2)agree that, in Proceedsexercising rights and remedies with respect to the Collateral, the Senior Priority Collateral Agent and the Senior Priority Claimholders may enforce the provisions of the Senior Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion; and (3)except as may be permitted in Section 3.1(c), will not object to the forbearance by the Senior Priority Collateral Agent or any of the Senior Priority Claimholders from bringing or pursuing any Collateral Enforcement Action; provided, however, that, in the case of clauses (1), (2) and (3) above, the Liens granted to secure the Junior Priority Obligations of the Junior Priority Claimholders shall attach to the Proceeds thereof subject to the relative priorities described in Section 2. (b) Until the earlier of (i) the occurrence of the Discharge of Priming Senior Priority Obligations and (ii) the Junior Priority Enforcement Date, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Junior Priority Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt Junior Priority Claimholders, each acknowledges agrees that (i) it will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including the exercise of any right of setoff or any right under any lockbox agreement or any control agreement with respect to Deposit Accounts or Securities Accounts) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure) and agrees that(ii) the Senior Priority Collateral Agent and the Senior Priority Claimholders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and, in connection therewith make determinations regarding the release, disposition, or restrictions with respect to the extent Collateral after a Senior Priority Default (including, without limitation, exercising remedies under Deposit Account Control Agreements and Dominion Accounts) without any such Person exercises its rights consultation with or the consent of setoff against the Junior Priority Collateral Agent or any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Junior Priority Claimholder; provided, however, that the foregoing Lien securing the Junior Priority Obligations shall not apply to any setoff by any such Person against any Shared Collateral remain on the Proceeds (other than those properly applied to the extent applied Senior Priority Obligations) of such Collateral released or disposed of subject to payment the relative priorities described in Section 2. Such exercise and enforcement shall include the rights of Secured Debtan agent appointed by them to sell or otherwise dispose of the Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC or the PPSA and of a secured creditor under the Bankruptcy Laws of any applicable jurisdiction. The Junior Priority Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt Claimholders agree that prior to an issuance Junior Priority Claimholders, agrees that, until the occurrence of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Priming Senior Priority Obligations, the relevant Priority Lien Representative it will not seek, and hereby waives any right, to have any Collateral or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge part thereof marshaled upon any foreclosure or other disposition of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared such Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.13

Exercise of Remedies. Set Off (a) So long as the Discharge of Senior Lender Claims has not occurred, even if an event of default has occurred and Tracing remains uncured under the Noteholder Collateral Documents, and whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) the Trustee, the Noteholder Collateral Agent, and the Mortgage Tax Collateral Agent, to the extent of any interest of the Noteholders, and Priorities the Noteholders will not exercise or seek to exercise any rights or remedies as a secured creditor (including set-off) with respect to any Common Collateral on account of any Noteholder Claims, institute any action or proceeding with respect to the Common Collateral, or exercise any remedies against the Common Collateral (including any action of foreclosure), or contest, protest or object to any foreclosure proceeding or action brought with respect to the Common Collateral by the First-Lien Administrative Agent, Senior Credit Agent, Mortgage Tax Collateral Agent or any Senior Lender in Proceeds. respect of Senior Lender Claims, any exercise of any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Trustee, the Noteholder Collateral Trustee Agent, the Mortgage Tax Collateral Agent or any Noteholder is a party, or any other exercise by any such party, of any rights and each Secured Debt Representativeremedies as a secured creditor relating to the Common Collateral under the Senior Lender Documents or otherwise in respect of Senior Lender Claims, for itself and/or or object to the forbearance by or on behalf of the Secured Debt ClaimholdersSenior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of Senior Lender Claims provided that notwithstanding anything to the contrary in this Section 3.1(a), the Mortgage Tax Collateral Agent shall not be restricted from exercising or seeking to exercise the rights and remedies of a secured creditor with respect to any Common Collateral in respect of Senior Lender Claims, and (ii) the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the sale, release, disposition, or restrictions with respect to the Common Collateral as a secured creditor without any consultation with or the consent of the Trustee, the Noteholder Collateral Agent or any Noteholder; provided that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Grantor, the Trustee or any Noteholder may file a claim or statement of interest with respect to the Noteholder Claims, (B) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any Senior Lender Collateral Documents in favor of the First-Lien Administrative Agent or any other Senior Lender in respect of the Common Collateral, the Trustee or any Noteholder may take any action not adverse to the Liens on the Common Collateral securing the Senior Lender Claims in order to preserve, perfect or protect its rights in the Common Collateral, (C) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any Senior Lender Collateral Documents in favor of the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent or any other Senior Lender in respect of the Common Collateral, the Trustee or any Noteholder shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the Noteholder Claims, including without limitation any claims secured by the Common Collateral, if any, in each acknowledges case in accordance with the terms of this Agreement, or (D) the Trustee or any Noteholder shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement. In exercising rights and agrees thatremedies with respect to the Common Collateral, the First-Lien Administrative Agent, the Senior Credit Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to cause the Grantors to deliver a transfer document in lieu of foreclosure to the Senior Lenders or any nominee of the Senior Lenders, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a mortgagee in any applicable jurisdiction and a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. Upon the Discharge of Senior Lender Claims, the Trustee, the Noteholder Collateral Agent and the Mortgage Tax Collateral Agent, on behalf of themselves and the Noteholders, will not be required to release their claims on any Common Collateral that has not been sold or otherwise disposed of in connection with the Discharge of Senior Lender Claims. (b) The Trustee, the Noteholder Collateral Agent and the Mortgage Tax Collateral Agent (with respect to the Mortgage Tax Collateral Agent solely to the extent of any interest of the Noteholders in the Common Collateral) on behalf of themselves and the Noteholders, agree that solely as to the Common Collateral, they and each of them will not, in connection with the exercise of any right or remedy with respect to the Common Collateral, receive any Common Collateral or Proceeds of any Common Collateral in respect of Noteholder Claims, or, upon or in any Insolvency or Liquidation Proceeding (except under any plan of reorganization approved by the Senior Lenders or as provided in section 6.6) with respect to any Grantor as debtor, take or receive any Common Collateral or any Proceeds of Common Collateral in respect of Noteholder Claims, unless and until the Discharge of Senior Lender Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a) or Section 6.3, the sole right of the Trustee, the Noteholder Collateral Agent and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of Noteholder Claims pursuant to the Noteholder Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. In addition to the foregoing, the Noteholders hereby acknowledge that the Indenture and the Noteholder Documents permit the Company and the other Grantors to repay Senior Lender Claims with Proceeds from the disposition of the Common Collateral prior to application to repay the Noteholders Claims, and agree that to the extent the Senior Lender Documents require repayment of the Senior Lender Claims with Proceeds from such dispositions, the Company shall pay such proceeds to the Senior Lenders as so required and each of the Trustee, the Noteholder Collateral Agent and the Noteholders will not take or receive such Proceeds until after so applied. (c) Subject to the proviso in clause (ii) of Section 3.1(a), the Trustee and the Noteholder Collateral Agent, for themselves and on behalf of the Noteholders, agree that the Trustee, the Noteholder Collateral Agent and the Noteholders will not take any action that would hinder any exercise of remedies undertaken by the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent or the Senior Lenders with respect to the Common Collateral under the Senior Lender Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise and shall release any and all claims in respect of such Common Collateral (except for the right to receive the balance of Proceeds and to be secured by the Common Collateral after Discharge of Senior Lender Claims as described in Section 4.1 and 5.1) so that it may be sold free and clear of the Liens of the Noteholders, the Noteholder Collateral Agent and of the Trustee, on behalf of the Noteholders, and the Trustee and the Noteholder Collateral Agent, for themselves and on behalf of any such Noteholder, shall, within ten (10) Business Days of written request by the Senior Credit Agent, execute and deliver to the Senior Credit Agent such termination statements, releases and other documents as the Senior Credit Agent may request to effectively confirm such release and the Trustee and the Noteholder Collateral Agent, for themselves and on behalf of the Noteholders, hereby irrevocably constitute and appoint the First-Lien Administrative Agent or the Senior Credit Agent and any officer or agent of the First-Lien Administrative Agent or the Senior Credit Agent, with full power of substitution, as their true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Trustee, the Noteholder Collateral Agent or such holder or in the First-Lien Administrative Agent or the Senior Credit Agent’s own name, from time to time in the First-Lien Administrative Agent or the Senior Credit Agent’s discretion, for the purpose of carrying out the terms of this Section 3.1(c), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary to accomplish the purposes of this Section 3.1(c), including any termination statements, endorsements or other instruments of transfer or release. In exercising rights and remedies with respect to the Common Collateral, the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to cause the Grantors to deliver a transfer document in lieu of foreclosure to the Senior Lenders or any nominee of the Senior Lenders, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a mortgagee in any applicable jurisdiction and a secured creditor under the Uniform Commercial Code or other laws of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. The Trustee and the Noteholder Collateral Agent for themselves and on behalf of the Noteholders, hereby waive any and all rights they or the Noteholders may have as a junior lien creditor or otherwise to object to the manner in which the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Common Collateral in respect of Senior Lender Claims, regardless of whether any action or failure to act by or on behalf of the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent or Senior Lenders is adverse to the interest of the Noteholders. The Trustee and the Noteholder Collateral Agent, for themselves and on behalf of the Noteholders, waive the right to commence any legal action or assert in any legal action or in any Insolvency or Liquidation Proceeding any claim against the Mortgage Tax Collateral Agent and/or Senior Lenders seeking damages from the Mortgage Tax Collateral Agent or the Senior Lenders or other relief, by way of specific performance, injunction or otherwise, with respect to any action taken or omitted by the Mortgage Tax Collateral Agent or the Senior Lenders as permitted by this Agreement. (d) The Trustee and the Noteholder Collateral Agent hereby acknowledge and agree that no covenant, agreement or restriction contained in any Noteholder Document shall be deemed to restrict in any way the rights and remedies of the First-Lien Administrative Agent, the Senior Credit Agent, the Mortgage Tax Collateral Agent or the Senior Lenders with respect to the Common Collateral as set forth in this Agreement and the Senior Lender Documents, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredconsistent with this Agreement.

Exercise of Remedies. Set Off (a) So long as the Discharge of Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or Guarantor, (i) the Bridge Agent and Tracing the Bridge Lenders will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral, institute any action or proceeding with respect to such rights or remedies, including, without limitation, any action of foreclosure, contest, protest or object to any foreclosure proceeding or action brought by the Senior Agent or any Senior Lender, the exercise of any right under any Blocked Account Agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Bridge Agent or any Bridge Lender is a party, or any other exercise by any such party, of any rights and Priorities in Proceeds. remedies relating to the Common Collateral Trustee under the Senior Lender Documents or otherwise, or object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral and each Secured Debt Representative(ii) the Senior Agent and the Senior Lenders shall have the exclusive right to enforce rights, for itself and/or on behalf exercise remedies (including, without limitation, setoff and the right to credit bid their debt) and make determinations regarding release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Secured Debt Claimholders, each acknowledges Bridge Agent or the Bridge Lenders (and agrees that, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, Bridge Agent and the amount of such setoff Bridge Lenders shall be deemed to be the Revolving Credit Collateral have consented to be held and distributed pursuant to Section 4.3any such enforcement, exercise or determination); provided, however, (A) that in any Insolvency or Liquidation Proceeding commenced by or against the foregoing Borrower or any Guarantor, the Bridge Agent may file a claim or statement of interest with respect to the Bridge Lender Claims, and (B) the Bridge Agent may take any action not adverse to the Liens on the Common Collateral securing the Senior Lender Claims in order to preserve or protect its rights in the Common Collateral. In exercising rights and remedies with respect to the Common Collateral, the Senior Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include, without limitation, the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction. (b) The Bridge Agent, on behalf of itself and the Bridge Lenders, agrees that it will not apply take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any setoff by any such Person against any Shared Common Collateral, unless and until the Discharge of Senior Lender Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in Section 3.1(a) (ii) above, the sole right of the Bridge Agent and the Bridge Lenders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Bridge Lender Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. Collateral Trustee and each Secured Debt Representativethe proceeds thereof, if any, after the Discharge of the Senior Lender Claims has occurred. (c) Subject to the proviso in Section 3.1(a) (ii) above, (a) the Bridge Agent, for itself and/or or on behalf of the Secured Debt Claimholders agree Bridge Lenders, agrees that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Bridge Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt ClaimholdersBridge Lenders will not take any action that would hinder any exercise of remedies undertaken by the Senior Agent under the Senior Loan Documents, each agrees thatincluding any sale, prior to an issuance lease, exchange, transfer or other disposition of an Enforcement Notice, any proceeds of the Common Collateral, whether by foreclosure or not deposited under Account Agreementsotherwise, which are used by any Grantor to acquire other property which is Collateral shall not and (as among b) the Revolving Credit Bridge Agent, for itself and on behalf of the Collateral TrusteeBridge Lenders, hereby waives any and all rights it or the Secured Debt Representatives and Bridge Lenders may have as a junior lien creditor or otherwise to object to the various Claimholders) be treated as proceeds manner in which the Senior Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredSenior Lender Collateral.

Exercise of Remedies. Set Off (a) So long as the Discharge of First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor: (i) the Second-Lien Collateral Agent and Tracing the other Second-Lien Creditors will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second-Lien Collateral Agent or any Second-Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and Priorities any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the First-Lien Collateral Agent or any other First-Lien Creditor or any other exercise by the First-Lien Collateral Agent or any other First-Lien Creditor, of any rights and remedies relating to the Collateral under the First-Lien Credit Documents or otherwise, or object to the forbearance by the First-Lien Collateral Agent or the other First-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; and (ii) the First-Lien Collateral Agent shall have the exclusive E-10 right, and the Required First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second-Lien Collateral Agent or any other Second-Lien Creditor, all as though the Second-Lien Subordinated Obligations did not exist; provided, that, (A) in Proceedsany Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, the Second-Lien Collateral Agent may file a claim or statement of interest with respect to the Second-Lien Subordinated Obligations, (B) the Second-Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral securing the First-Lien Obligations, or the rights of the First-Lien Collateral Agent or the other First-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Shared Collateral in a manner not otherwise inconsistent with the terms of this Agreement, and (C) the Second-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second-Lien Creditors, including any claim secured by the Shared Collateral, if any, in each case in a manner not otherwise inconsistent with the terms of this Agreement. In exercising rights and remedies with respect to the Collateral, the First-Lien Collateral Trustee Agent and each Secured Debt Representativethe other First-Lien Creditors may enforce the provisions of the First-Lien Credit Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) The Second-Lien Collateral Agent, on behalf of itself and the Second-Lien Creditors, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Collateral, unless and until the Discharge of First-Lien Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First-Lien Obligations has occurred, the sole right of the Second-Lien Collateral Agent and the other Second-Lien Creditors with respect to the Collateral is to hold a Lien on the Shared Collateral pursuant to the Second-Lien Subordinated Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First-Lien Obligations has occurred in accordance with the terms of the Second-Lien Subordinated Notes Documents and applicable law (it being understood that at no time shall the Second-Lien Collateral Agent and the other Second-Lien Creditors have any rights with respect to the Excluded Collateral). (c) The Second-Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt ClaimholdersSecond-Lien Creditors, and each acknowledges other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Subordinated Notes Documents), (i) agrees that the Second-Lien Collateral Agent and agrees thatthe other Second-Lien Creditors will not take any action that would hinder, delay, limit or prohibit any exercise of remedies under the First-Lien Credit Documents, including any collection, sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the priority of the First-Lien Obligations to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts Second-Lien Subordinated Obligations or other assets, grant the amount of such setoff shall be deemed to be Liens securing the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral Second-Lien Subordinated Obligations equal ranking to the extent applied Liens securing the First-Lien Obligations and (ii) hereby waives any and all rights it or the Second-Lien Creditors may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to payment object to the manner in which the First-Lien Collateral Agent or the other First-Lien Creditors seek to enforce or collect the First-Lien Obligations or the Liens granted in any of Secured Debt. Collateral Trustee and each Secured Debt Representativethe First-Lien Collateral, for itself and/or regardless of whether any action or failure to act by or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied First-Lien Collateral Agent or First-Lien Creditors is adverse to the Revolving Credit interest of the Second-Lien Creditors. (e) The Second-Lien Collateral Agent, for itself and on behalf of the Second-Lien Creditors, and each Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Subordinated Notes Documents) agrees that the Second-Lien Collateral Agent and the other Second-Lien Creditors will not, without the prior written consent of the Required First-Lien Creditors (or the First-Lien Collateral Agent at their direction or with their consent), issue any payment blockage or similar notice with respect to any obligations that are subordinated in right of payment to any First-Lien Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following before the Discharge of Revolving First-Lien Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) Agreement Obligations has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredoccurred.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities in Proceeds. Collateral Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) the Trustee and each Secured Debt Representativethe Noteholders will not exercise or seek to exercise any rights or remedies (including set-off) with respect to any Common Collateral, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), contest, protest or object to any foreclosure proceeding or action brought by the Credit Agent or any Senior Lender, the exercise of any right under any lockbox agreement, control agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Trustee or any Noteholder is a party, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise, or object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral and (ii) the Credit Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Trustee or any Noteholder; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, the Trustee may file a claim or statement of interest with respect to the Noteholder Claims, and (B) the Trustee may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the Credit Agent or the Senior Lenders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Common Collateral. In exercising rights and remedies with respect to the Common Collateral, the Credit Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) The Trustee, on behalf of itself and the Noteholders, agrees that it will not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Common Collateral, unless and until the Discharge of Senior Lender Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Noteholder Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the Senior Lender Claims has occurred. (c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) the Trustee, for itself and/or and on behalf of the Secured Debt ClaimholdersNoteholders, each agrees that the Trustee and the Noteholders will not take any action that would hinder any exercise of remedies undertaken by the Credit Agent or the Senior Lenders under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) the Trustee, for itself and on behalf of the Noteholders, hereby waives any and all rights it or the Noteholders may have as a junior lien creditor or otherwise to object to the manner in which the Credit Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral, regardless of whether any action or failure to act by or on behalf of the Credit Agent or Senior Lenders is adverse to the interest of the Noteholders. (d) The Trustee hereby acknowledges and agrees thatthat no covenant, to the extent agreement or restriction contained in any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Noteholder Document shall be deemed to be restrict in any way the Revolving rights and remedies of the Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that Agent or the foregoing shall not apply to any setoff by any such Person against any Shared Collateral Senior Lenders with respect to the extent applied to payment of Secured Debt. Common Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives set forth in this Agreement and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredSenior Lender Documents.

Exercise of Remedies. Set Off and Tracing (a) Except as provided in paragraph (b) below, so long as the Discharge of and Priorities in Proceeds. Collateral Senior Note Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower (i) the Subordinated Note Trustee and the Subordinate Note holders will not exercise or seek to exercise any rights or remedies (including by way of setoff) with respect to any Common Collateral, institute any action or proceeding with respect to such rights or remedies, including any action of foreclosure, or contest, protest or object to any foreclosure proceeding or action brought by the Senior Note Trustee or any other exercise by the Senior Note Trustee of any rights and remedies relating to the Common Collateral under the Senior Note Documents or otherwise, or object to the forbearance by the Senior Note Trustee from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral (“Subordinated Note Enforcement Action”) and (ii) the Senior Note Trustee shall have the exclusive right to enforce rights, exercise remedies (including by way of setoff and the right to credit bid their debt), refrain from enforcing or exercising remedies, and make determinations regarding release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Subordinated Note Trustee or any Subordinated Note holder, all as if the Subordinated Note Liens did not exist (“Senior Note Enforcement Action”); provided that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower, the Subordinated Note Trustee or any Subordinated Note holder may file a claim or statement of interest with respect to the Subordinated Note Claims, (B) the Subordinated Note Trustee or any Subordinated Note holder may take any action not adverse to the Senior Note Liens in order to establish, preserve, perfect or protect its rights in the Common Collateral, (C) the Subordinated Note Trustee or any Subordinated Note holder shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to it under either the Bankruptcy Code, similar law of any other applicable jurisdiction or applicable non-bankruptcy law, in each Secured Debt Representativecase not otherwise in contravention of the terms of this Agreement and (D) the Subordinated Note Trustee or any Subordinated Note holder shall be entitled to file any proof of claim and other filings and make any arguments and motions in order to preserve or protect the Subordinated Note Liens and the Subordinated Note Claim that are, in each case, not otherwise in contravention of the terms of this Agreement, with respect to the Subordinated Note Indenture, the Subordinated Note Claims, and the Common Collateral. In exercising any Senior Note Enforcement Action, the Senior Note Trustee may enforce the provisions of the Senior Note Documents and exercise remedies thereunder, all in such order and in such manner as it may determine in the exercise of its sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by the Senior Note Trustee to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured party under the UCC or the laws of any other applicable jurisdiction and of a secured creditor under the Bankruptcy Code or any similar laws of any applicable jurisdiction. (b) Notwithstanding the provisions of paragraph (a) above, (i) the Subordinated Note Trustee and any Subordinated Note holder shall have the right to take a Senior Note Enforcement Action at any time after the Senior Note Trustee shall have accelerated the maturity of the Senior Note Claims and thirty (30) days shall have elapsed after such acceleration during which period the acceleration and the default or event of default on which it was based were not waived and the acceleration was not rescinded by the Senior Note Trustee; or (ii) in the event that (A) an Event of Default under the Subordinated Note Indenture shall have occurred, (B) the Subordinated Note Trustee or the Subordinated Note holders shall have given the Senior Note Trustee written notice of such event of default, (C) one hundred twenty (120) days have elapsed from such notice (the “Standstill Period”) and the Borrower has not cured such default or caused it to be cured within the Standstill Period, (D) the Senior Note Trustee shall not have accelerated the maturity of the Senior Note Claims within the Standstill Period, (E) the Subordinated Note Trustee or the Subordinated Note holders shall not have waived in writing such default, and (F) such default shall be continuing on the last day of the Standstill Period, then the Subordinated Note Trustee or the Subordinated Note holders shall have the right to demand by written notice delivered to the Senior Note Trustee and in accordance with the Subordinated Note Indenture (such notice, an “Enforcement Demand”) that the Senior Note Trustee initiate a Senior Note Enforcement Action toward collection of the Senior Note Claims and/or enforcement of the Senior Note holders’ rights, powers or remedies under the Senior Note Indenture or applicable law as it relates thereto. Upon receipt of an Enforcement Demand, the Senior Note Trustee shall have a period of thirty (30) days (the “Action Period”) within which to initiate a Senior Note Enforcement Action. If the Senior Note Trustee initiates a Senior Note Enforcement Action during the Action Period, the Senior Note Trustee shall promptly give written notice of such action to the Subordinated Note Trustee and thereafter the Subordinated Note Trustee and the Subordinated Note holders shall refrain from taking any Senior Note Trustee Enforcement Action based on such default. If the Senior Note Trustee fails to initiate a Senior Note Enforcement Action during the Action Period, the Subordinated Note Trustee or the Subordinated Note holders may, in its or their sole discretion at any time and from time to time thereafter take one or more Subordinated Note Enforcement Actions if, but only if, the Borrower shall have not cured such Event of Default or caused it to be cured and such Event of Default shall continue to exist until immediately prior to the taking of the Subordinated Note Enforcement Action. In the event the Senior Note Trustee shall accelerate the maturity of the Senior Note Claims at any time prior to the taking of the Subordinated Note Enforcement Action, clause (b)(i) above shall be applicable. (c) The Subordinated Note Trustee, for itself and/or and on behalf of the Secured Debt ClaimholdersSubordinated Note holders, each agrees that, subject to the provisions of paragraph (b)(ii) above, it and the Subordinated Note holders will not take any action that would hinder or cause to delay any Senior Note Enforcement Action, including, without limitation, any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and the Subordinated Note Trustee, for itself and on behalf of the Subordinated Note holders, hereby waives any and all rights it or the Subordinated Note holders may have as a junior lienholder or otherwise as to the Common Collateral (whether arising under the UCC or the laws of any other applicable jurisdiction) to object to any lawful manner in which the Senior Note Trustee seek to enforce the Senior Note Liens. (d) The Subordinated Note Trustee acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Subordinated Note Documents shall be deemed to be restrict in any way the Revolving Credit Collateral to be held rights and distributed pursuant to Section 4.3; provided, however, that remedies of the foregoing shall not apply to any setoff by any such Person against any Shared Collateral Senior Note Trustee with respect to the extent applied to payment of Secured Debt. Common Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives set forth in this Agreement and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredSenior Note Documents.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities in Proceeds. Collateral First Priority Claims has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, (i) the Trustee and the Noteholders will not exercise or seek to exercise any rights or remedies (including the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Trustee or any Noteholder is a party) with respect to any Common Collateral (and hereby waives any right to), institute any action or proceeding with respect to such rights or remedies, including any action of foreclosure, or contest, protest or object to any foreclosure proceeding or action brought by the Administrative Agent or any other First Priority Lender, any exercise of any right under any control agreement in respect of a deposit account or securities entitlement constituting Common Collateral, or any bailee's letter or similar agreement or arrangement to which the Trustee or any Noteholder is a party, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Noteholder Documents or otherwise, or object to the forbearance by the Administrative Agent from bringing or pursuing any foreclosure proceeding or action or any other exercise of any right or remedy relating to the Common Collateral, in each Secured Debt Representative, for itself and/or on behalf case so long as the respective interests of the Secured Debt Claimholders, each acknowledges and agrees that, Noteholders attach to the extent proceeds thereof subject to the relative priorities described in Section 2 and (ii) the Administrative Agent and the other First Priority Lenders shall have the exclusive right to enforce rights, exercise remedies (including the exercise of any such Person exercises right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Trustee or any Noteholder is a party), refrain from enforcing or exercising remedies, and make determinations regarding release or disposition of the Common Collateral without the consent of or any consultation with the Trustee or any Noteholder; provided that (A) in any Insolvency Proceeding commenced by or against any Obligor, the Trustee or any Noteholder may file a claim or statement of interest with respect to the Noteholder Claims, (B) the Trustee or any Noteholder may take any action not adverse to the Liens on the Common Collateral securing the First Priority Claims or the rights of the Administrative Agent or any other First Priority Lender to exercise remedies in respect thereof in order to establish, preserve, perfect or protect its rights of setoff against in the Common Collateral and (C) the Trustee and the Noteholders shall be entitled to (i) file any Grantors’ Deposit Accountsnecessary responsive or defensive pleading in opposition to any motion, Securities Accounts claim, adversary proceeding or other assetspleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Noteholders, including without limitation any claim secured by the Common Collateral, if any, in each case in accordance with the terms of this Agreement, (ii) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Obligors arising under the Bankruptcy Code, any similar law or any applicable non-bankruptcy law, in each case in accordance with the terms of this Agreement (iii) exercise any rights and remedies as an unsecured creditor against the Borrower or any other Obligor in accordance with the Noteholder Documents and applicable law, (iv) bid (cash) for or purchase (for cash) Common Collateral at any private or judicial foreclosure upon such Common Collateral initiated by any secured party in respect thereof, (v) file any notice of or vote any claim in any Insolvency Proceeding of any Obligor in accordance with this Agreement and (vi) file any proof of claim and other filings, appear and be heard on any matter in connection therewith and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Noteholder Claims and the Noteholder Collateral, (D) nothing herein shall be construed to limit or impair in any way the right of the Trustee or the Noteholders to receive any remaining Common Collateral and proceeds of Common Collateral after the Discharge of First Priority Claims has occurred and (E) notwithstanding anything to the contrary in this Section 3.1(a), the amount Trustee and the Noteholders may exercise any or all such rights and remedies and take or institute all such other actions in respect of the Common Collateral and make such determinations after the passage of a period of 180 days (the "Standstill Period") from the date of delivery of a notice in writing to the Administrative Agent of their intention to exercise their right to take such actions in respect of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Common Collateral; providedprovided further, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge notwithstanding anything herein to the contrary, in no event shall the Trustee or any claim that payments made Noteholder exercise any rights or remedies or take such other actions with respect to Revolving Credit Agent (orthe Common Collateral as aforesaid if, following notwithstanding the Discharge expiration of Revolving Credit Obligationsthe Standstill Period, the Administrative Agent or any other First Priority Lien Claimholders) through Lender shall have commenced and shall be diligently pursuing the bank accounts that are subject exercise of any of their rights or remedies with respect to Account Agreements are proceeds the Common Collateral (prompt notice of such exercise to be given to the Trustee). In exercising rights and remedies with respect to the Common Collateral, the Administrative Agent or any other First Priority Lender may enforce the provisions of the Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by the Administrative Agent and the other First Priority Lenders to sell or otherwise constitute Shared Collateraldispose of Common Collateral upon foreclosure, are waived. Revolving Credit Agentto incur expenses in connection with such sale or disposition, Revolving Claimholders, and to exercise all the Collateral Trustee, rights and remedies of a secured party under the Secured Debt Representatives UCC of any applicable jurisdiction and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, a secured creditor under bankruptcy or similar laws of any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredapplicable jurisdiction.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each (a) Until the Senior Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateralhave been Paid in Full, whether or not deposited under Account Agreementsan Insolvency Proceeding has been commenced against the Debtors, which are used the Senior Collateral Agent shall have the exclusive right to take or continue any Enforcement Action with respect to the Collateral or any other assets of the Debtors, including the exclusive right to manage, perform and enforce (or not enforce) the terms of the Senior Secured Debt Documents with respect to the Collateral, to exercise and enforce all privileges and rights thereunder in such order and manner as it may determine in its sole discretion (in accordance with and subject to the terms of the Senior Secured Debt Documents), including, without limitation, the exclusive right to take or retake control or possession of any Collateral and to make determinations regarding the release, disposition or restrictions with respect to the Collateral, without any consultation with or the consent of the Subordinated Lender. In that regard, no Subordinated Party shall, without the prior written consent of the Senior Collateral Agent (i) take or continue any Enforcement Action, (ii) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral, or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (iii) contest, protest or object to any Enforcement Action brought with respect to the Collateral by the Senior Collateral Agent or any Senior Secured Party in respect of the Senior Secured Debt Obligations, or any other exercise by any Grantor such party of any rights and remedies relating to acquire the Collateral under the Senior Secured Debt Documents or otherwise in respect of the Senior Secured Debt Obligations, or (iv) object to the forbearance by the Senior Secured Parties from bringing or pursuing any Enforcement Action or other property which is action or any other exercise of any rights or remedies relating to the Collateral in respect of Senior Secured Debt Obligations. Notwithstanding anything to the contrary in this Agreement, the Subordinated Lender may, subject to Section 8.02, file and defend proofs of claim against the Debtors in any Insolvency Proceeding involving the Debtors. (b) The Subordinated Lender acknowledges and agrees it shall not , in an Insolvency Proceeding or otherwise, directly or indirectly bid, or work in concert with any prospective bidder, in any sale or disposition of any assets of AGMIT (as among including any credit bid) unless such bid (i) contains a cash component sufficient to Pay in Full in cash the Revolving Credit Agent, the Collateral Trustee, the Senior Secured Debt Representatives Obligations and (ii) requires, and is expressly conditioned upon the various Claimholders) be treated as proceeds court approving, such payment being made in closing of Collateral for purposes the transaction. None of determining the relative priorities Senior Secured Parties shall have any liability to any Subordinated Party in respect of any failure by any of the Collateral which was so acquiredSenior Secured Parties to obtain repayment in full of the Subordinated Obligations.

Exercise of Remedies. Set Off (a) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, the Second Lien Collateral Agent and Tracing the Second Lien Claimholders: (1) will not exercise or seek to exercise any rights or remedies with respect to any Collateral (including the exercise of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights right of setoff against or any Grantors’ Deposit Accountsright under any lockbox agreement, Securities Accounts deposit or other assetssecurities account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the amount Second Lien Collateral Agent or any Second Lien Claimholder is a party) or institute any action or proceeding with respect to such rights or remedies (including any action of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3foreclosure or any Insolvency or Liquidation Proceeding); provided, however, that the foregoing shall not apply Second Lien Collateral Agent may exercise any or all such rights or remedies (subject to any setoff by restrictions contained in the Second Lien Loan Documents or any such Person control agreements, landlord waiver, bailee letter or similar agreement or arrangement) after the passage of a period of 120 days since the date on which the First Lien Collateral Agent received written notice from the Second Lien Collateral Agent of (i) the occurrence of an Actionable Second Lien Event of Default or of the acceleration of the Second Lien Obligations and (ii) the Second Lien Collateral Agent’s decision to commence a standstill period under this Agreement (the “Standstill Period”) (prompt written notice of the initial commencement of such exercise to be given to the First Lien Collateral Agent; provided, however, that notwithstanding anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any Second Lien Claimholder exercise any rights or remedies with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, the First Lien Collateral Agent or First Lien Claimholders shall have commenced and be diligently pursuing the exercise of any of their rights or remedies with respect to all or substantially all of the Collateral or shall be diligently attempting to vacate any stay or prohibition against such exercise (prompt written notice of the initial commencement of such exercise to be given to the Second Lien Collateral Agent; provided, that the First Lien Collateral Agent shall incur no liability for, and the rights of the First Lien Collateral Agent hereunder or in respect of the Collateral shall be unaffected by, the failure of the First Lien Collateral Agent to give any Shared such notice); (2) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any other First Lien Claimholder or any other exercise by the First Lien Collateral Agent or any other First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise so long as the Liens in favor of the Second Lien Collateral Agent attach to the proceeds thereof to the extent applied provided by applicable law, subject to payment the relative priorities set forth in Section 2.1; and (3) subject to their rights under clause (a)(1) above, will not object to the forbearance by the First Lien Collateral Agent or the other First Lien Claimholders from bringing or pursuing any foreclosure proceeding or action or any other exercise of Secured Debtany rights or remedies relating to the Collateral. (b) Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, subject to Section 3.1(a)(1), the First Lien Collateral Agent and the other First Lien Claimholders shall have the exclusive right to enforce rights with respect to the Collateral, exercise remedies with respect to the Collateral (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agent or any Second Lien Claimholder. In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Trustee Agent and the other First Lien Claimholders may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion and without regard to the interests of the Second Lien Claimholders. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, the Second Lien Collateral Agent and any other Second Lien Claimholder may: (1) file a claim or statement of interest with respect to the Second Lien Obligations; provided, that an Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of any First Lien Collateral Agent or the First Lien Claimholders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any, in each Secured Debt Representativecase in accordance with the terms of this Agreement; (4) vote on any plan of reorganization (including, without limitation, vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension), file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period if, and to the extent, permitted by Section 3.1(a)(1); and (6) at any time exercise any of its rights or remedies with respect to the Second Lien Priority Assets. The Second Lien Collateral Agent, on behalf of itself and the other Second Lien Claimholders, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Section 3.1(a)(1). Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Sections 3.1(a), 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Collateral Agent and the other Second Lien Claimholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred. (d) Subject to Sections 3.1 (a) and (c) and Section 6.3(b): (1) the Second Lien Collateral Agent, for itself and/or and on behalf of the Secured Debt other Second Lien Claimholders, agrees that the Second Lien Collateral Agent and the other Second Lien Claimholders agree will not take any action that prior could reasonably be expected to an issuance hinder any exercise of an Enforcement Notice remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Claimholders, hereby waives any and all funds deposited under Account Agreements and then applied rights it or the other Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the Revolving Credit manner in which the First Lien Collateral Agent or the other First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and (3) the Second Lien Collateral Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral Documents or any other Second Lien Loan Document (other than this Agreement) shall be treated deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Claimholders with respect to the Collateral as Revolving set forth in this Agreement and the First Lien Credit Documents. (e) Except as specifically set forth in Sections 3.1(a) and 3.1(d), the Second Lien Collateral andAgent and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against the Borrower or any other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Loan Documents and applicable law (including, unless without limitation, declaring a default under the Revolving Credit Agent (orSecond Lien Loan Documents, following accelerating the Discharge of Revolving Credit Second Lien Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge commencing a suit thereon and pursuing a judgment (along with any ancillary actions required to effectuate any of such actions)), in each case subject to the contraryother terms and conditions of this Agreement; provided, that in the event that any claim that payments made Second Lien Claimholder 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 Revolving Credit Agent (or, following the Discharge of Revolving Credit Second Lien Obligations, such judgment Lien shall be subject to the Priority terms of this Agreement for all purposes (including in relation to the First Lien ClaimholdersObligations) through to the bank accounts that same extent as the other Liens securing the Second Lien Obligations are subject to Account Agreements this Agreement. (f) Nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agent or any Second Lien Claimholders of (i) payment upon closing of the Second Lien Credit Agreement of the fees, expenses and costs that are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives due and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used payable thereunder by any Grantor on such date, (ii) regularly scheduled payments (but not prepayments except as permitted under Section 4.1) of interest and principal and payments of default interest that are due and payable under the Second Lien Credit Documents, (iii) post-closing expenses, costs, indemnification payments and any other amounts that are due and payable under the Second Lien Loan Documents, (iv) payments of interest accruing during an Insolvency or Liquidation Proceeding, (v) subject to acquire the terms of Section 6.3, adequate protection payments during an Insolvency or Liquidation Proceeding, (vi) any debt or equity securities that are distributed to the Second Lien Claimholders under a confirmed plan of reorganization in an Insolvency or Liquidation Proceeding and (vii) and other property which amounts owed in respect of the Second Lien Obligations, in each case as long as such receipt is not the direct or indirect result of the exercise by the Second Lien Collateral Agent or any Second Lien Claimholders of rights or remedies as a secured creditor (including set-off) or enforcement in contravention of this Agreement (or where the proceeds are required to be turned over pursuant to Section 4.3) of any Lien held by any of them. Nothing in this Agreement shall not (as among impair or otherwise adversely affect any rights or remedies the Revolving Credit Agent, First Lien Collateral Agent or the Collateral Trustee, First Lien Claimholders may have with respect to the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredFirst Lien Collateral.

Exercise of Remedies. Set Off (a) During any First Lien Obligation Period, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or Guarantor, (i) neither any Trustee nor the Noteholders will exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral, institute any action or proceeding with respect to such rights or remedies, including, without limitation, any action of foreclosure, contest, protest or object to any foreclosure proceeding or action brought by the Senior Agent or any Senior Lender, the exercise of any right under any account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which any Trustee or any Noteholder is a party, or any other exercise by any such party, of any rights and Tracing of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, remedies relating to the extent Common Collateral under the Senior Lender Documents or otherwise, or object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral and (ii) the Senior Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including, without limitation, setoff and the right to credit bid their debt) and make determinations regarding release (in connection with any such Person exercises its enforcement of rights or exercise of setoff against remedies), disposition, or restrictions with respect to the Common Collateral without any Grantors’ Deposit Accounts, Securities Accounts consultation with or other assets, the amount consent of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3any Trustee or any Noteholder; provided, however, (A) that in any Insolvency or Liquidation Proceeding commenced by or against the foregoing Borrower or any Guarantor, any Trustee may file a claim or statement of interest with respect to the Noteholder Claims, and (B) any Trustee may take any action not adverse to the Liens on the Common Collateral securing the Senior Lender Claims in order to preserve or protect its rights in the Common Collateral. In exercising rights and remedies with respect to the Common Collateral, the Senior Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include, without limitation, the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction. (b) Each Trustee, on behalf of itself and the Noteholders, agrees that it will not apply take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any setoff by Common Collateral during any such Person against First Lien Obligation Period. Without limiting the generality of the foregoing, during any Shared First Lien Obligation Period, except as expressly provided in the proviso in Section 3.1(a)(ii) above, the sole right of each Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Noteholder Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. Collateral Trustee and the proceeds thereof, if any, at the end of such First Lien Obligation Period. (c) During any First Lien Obligation Period, subject to the proviso in Section 3.1(a)(ii) above, (a) each Secured Debt RepresentativeTrustee, for itself and/or or on behalf of the Secured Debt Claimholders agree Noteholders, agrees that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives such Trustee and the Secured Debt ClaimholdersNoteholders will not take any action that would hinder any exercise of remedies undertaken by the Senior Agent under the Senior Loan Documents, each agrees thatincluding any sale, prior to an issuance lease, exchange, transfer or other disposition of an Enforcement Notice, any proceeds of the Common Collateral, whether by foreclosure or not deposited under Account Agreementsotherwise, which are used by any Grantor to acquire other property which is Collateral shall not and (as among the Revolving Credit Agent, the Collateral b) each Trustee, for itself and on behalf of the Secured Debt Representatives Noteholders, hereby waives any and all rights such Trustee or the various Claimholders) be treated Noteholders may have as proceeds a junior lien creditor or otherwise to object to the manner in which the Senior Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredSenior Lender Collateral.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following a) Until the Discharge of Revolving Credit ObligationsFirst Lien Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Obligors, the Second Lien Collateral Agents and the Second Lien Claimholders hereby agree that they: (1) will not exercise or seek to exercise any rights or remedies (including setoff or recoupment) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second Lien Collateral Agent or any Second Lien Claimholder is a party) or institute or commence, or join with any Person in instituting or commencing, any Enforcement Action or any other action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and any Insolvency or Liquidation Proceeding); provided that the Directing Second Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the Directing First Lien Collateral Agent shall have received notice from the Directing Second Lien Collateral Agent with respect to any of the following (and requesting that enforcement action be taken with respect to the Collateral) and so long as the respective payment default shall not have been cured or waived (and the respective acceleration shall not have been rescinded): (i) a payment default exists with respect to the Second Lien Obligations following the final maturity of the Second Lien Obligations or (ii) after the acceleration by the relevant Priority Second Lien Representative or Claimholders of the Collateral Trustee) has actual knowledge maturity of all then outstanding Second Lien Obligations (the “Standstill Period”); provided further that notwithstanding anything herein to the contrary, in no event shall the Second Lien Collateral Agents or any claim that payments made Second Lien Claimholder exercise any rights or remedies with respect to Revolving Credit the Collateral or institute or commence, or join with any Person in instituting or commencing, any Enforcement Action or any action or proceeding with relation to such rights or remedies, if, notwithstanding the expiration of the Standstill Period, the Directing First Lien Collateral Agent or the First Lien Claimholders shall have commenced and be diligently pursuing an Enforcement Action or other exercise of their rights or remedies (orunless stayed from taking or pursuing such actions pursuant to Debtor Relief Law) or any Obligor is then a debtor in any Insolvency or Liquidation Proceeding; (2) will not contest, following protest or object to any Enforcement Action or any other foreclosure proceeding or action brought by the Directing First Lien Collateral Agent or any First Lien Claimholder or any other exercise by the Directing First Lien Collateral Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Documents or otherwise; and (3) subject to their rights under clause (a)(1) above, will not object to the forbearance by the Directing First Lien Collateral Agent or the First Lien Claimholders from bringing or pursuing any Enforcement Action or any other foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the Directing First Lien Collateral Agent in excess of those necessary to achieve a Discharge of Revolving Credit Obligations, the Priority First Lien Claimholders) through the bank accounts that Obligations are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities distributed in the Collateral which was so acquiredaccordance with Section 4.1.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. The Second Lien Collateral Trustee Agent and each Secured Debt RepresentativeSecond Lien Claimholder agrees that it shall not, for itself and/or with respect to the Second Lien Obligations, take or receive from or on behalf of the Secured Debt ClaimholdersBorrower, each acknowledges directly or indirectly, in cash or other property or by setoff, counterclaim or in any other manner (whether pursuant to any enforcement, collection, execution, levy, foreclosure action or other proceeding or otherwise) any Common Collateral or any proceeds of Common Collateral, unless and agrees thatuntil all First Lien Obligations have been paid in full in accordance with Section 3.2 hereof. Without limiting the generality of the foregoing, unless and until the First Lien Obligations have been paid in full, except as expressly provided herein or in the Laurus Security Agreement, the sole right of the Second Lien Collateral Agent and the Second Lien Claimholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Agency Agreement and the Investor Notes for the period and to the extent any such Person exercises its rights granted therein and to receive a share of setoff against any Grantors’ Deposit Accountsthe proceeds thereof, Securities Accounts or other assetsif any, after payment in full of the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3First Lien Obligations; provided, provided however, that nothing in this paragraph shall be construed to impair the foregoing shall not apply right of the Second Lien Claimholders to receive payments of principal, interest, fees and other amounts in respect of the Second Lien Obligations as provided for in the Agency Agreement and the Investor Notes, and to enforce the making of such payments by bringing suit at law with respect to any setoff unpaid amounts of such payments. Each of the Second Lien Collateral Agent and the Second Lien Claimholders (i) further agrees that the Second Lien Collateral Agent and the other Second Lien Claimholders will not take any action that would hinder, delay, limit, impede or prohibit any exercise of remedies by any such Person against any Shared the First Lien Collateral Agent to the extent applied related to payment satisfying the First Lien Obligations, including any collection, sale, lease, exchange, transfer or other Disposition of Secured Debt. the Common Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Collateral Trustee Document securing or purporting to secure the First Lien Obligations or subordinate the priority of the First Lien Obligations to the Second Lien Obligations with respect to the Common Collateral or grant the Liens securing the Second Lien Obligations with respect to the Common Collateral equal in ranking to the Liens securing the First Lien Obligations and each Secured Debt Representative(ii) hereby waives any and all rights it may have (other than as specified herein) as a junior lien creditor or otherwise (whether arising under the UCC or under any other Law) to object to the manner in which the First Lien Collateral Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens now or hereafter granted in any Common Collateral to secure the First Lien Obligations, for itself and/or regardless of whether any action or failure to act by or on behalf of the Secured Debt First Lien Collateral Agent or the First Lien Claimholders agree that prior is adverse to the interest of the Second Lien Claimholders. Notwithstanding the foregoing or anything else contained herein, (i) the Second Lien Collateral Agent and the other Second Lien Claimholders may ▇▇▇ upon any claim they may have with respect to the Non-Common Collateral (whether pursuant to an issuance Insolvency or Liquidation Proceeding or otherwise) or take any action with respect to the Non-Common Collateral (including, without limitation, a Disposition of the Non-Common Collateral), the Borrower or any of its Subsidiaries or enforce their Lien in the Non-Common Collateral, without consent, notice or consultation with the First Lien Collateral Agent or any other First Lien Claimholder and (ii) the Second Lien Collateral Agent and the other Second Lien Claimholders may ▇▇▇ upon any claim they may have with respect to the Common Collateral (whether pursuant to an Insolvency or Liquidation Proceeding or otherwise) or take any action with respect to the Common Collateral (including, without limitation, a Disposition of the Common Collateral), the Borrower or any of its Subsidiaries or enforce their Lien in the Common Collateral, without consent, notice or consultation with the First Lien Collateral Agent or any other First Lien Claimholder if the First Lien Collateral Agent or any other First Lien Claimholders has not taken any of the actions specified in this clause (ii) with respect to the Common Collateral within 120 days after any First Lien Claimholder has knowledge of the occurrence of an Enforcement Notice all funds deposited Event of Default under Account Agreements the Laurus Security Agreement and then applied to such Event of Default shall not have been cured and/or waived within the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, 120-day period following the Discharge date on which such First Lien Claimholder has knowledge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim occurrence of such Event of Default; it being understood and agreed that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining this Section 3.1, the relative priorities First Lien Claimholders will be deemed to have knowledge of the occurrence of an Event of Default if any Second Lien Claimholder notifies a First Lien Claimholder of such occurrence. Any proceeds of Common Collateral recovered pursuant to the actions of the Second Lien Collateral Agent or the other Second Lien Claimholders pursuant to the foregoing clause (ii) shall be applied in the Collateral which was so acquiredmanner specified in Section 3.2 and shall be subject to the provisions of Section 4.1.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities in Proceeds. Collateral First Priority Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any Subsidiary of the Borrower, (i) the Trustee and each Secured Debt Representativethe Noteholders will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral, institute any action or proceeding with respect to such rights or remedies, including, without limitation, any action of foreclosure, contest, protest or object to any foreclosure proceeding or action brought by Bank, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise, or object to the forbearance by Bank from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral and (ii) Bank shall have the exclusive right to enforce rights, exercise remedies (including, without limitation, setoff and the right to credit bid its debt) and make determinations regarding release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Trustee or any Noteholder (and the Trustee and Noteholders shall be deemed to have consented to any such enforcement, exercise or determination). Notwithstanding the foregoing, (iii) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any Subsidiary of the Borrower, the Trustee may file a claim or statement of interest with respect to the Second Priority Lien Obligations, (iv) in the event a Payment Blockage Notice shall have been delivered pursuant to Section 2.5 above and the Payment Blockage Period has expired but no Payment Default shall exist, the Trustee may seek to enforce its remedies, and (v) in the event Bank shall have accelerated the First Priority Lien Obligations without taking any other enforcement remedy, the Trustee may similarly accelerate the Second Priority Lien Obligations without taking any other enforcement remedy. In exercising rights and remedies with respect to the Common Collateral, Bank may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as it may determine in the exercise of its sole discretion. Such exercise and enforcement shall include, without limitation, the rights of an agent appointed by it to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction. (b) The Trustee, on behalf of itself and the Noteholders, agrees that it will not take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral, unless and until the Discharge of First Priority Lien Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First Priority Lien Obligations has occurred, except as expressly provided in the proviso in Section 3.1(a) (ii) above, the sole right of the Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Noteholder Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Priority Lien Obligations has occurred. (c) Subject to the proviso in Section 3.1(a) (ii) above, (i) the Trustee, for itself and/or or on behalf of the Secured Debt ClaimholdersNoteholders, each acknowledges agrees that the Trustee and agrees thatthe Noteholders will not take any action that would hinder any exercise of remedies undertaken by Bank under the Senior Loan Documents, to the extent including any such Person exercises its rights of setoff against any Grantors’ Deposit Accountssale, Securities Accounts lease, exchange, transfer or other assetsdisposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt RepresentativeTrustee, for itself and/or and on behalf of the Secured Debt Claimholders agree that prior Noteholders, hereby waives any and all rights it or the Noteholders may have as a junior lien creditor or otherwise to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied object to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless manner in which Bank seeks to enforce or collect the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant First Priority Lien Representative Obligations or the Collateral Trustee) has actual knowledge to Liens granted in any of the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Senior Lender Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Exercise of Remedies. Set Off (a) Subject to Section 3.1(f), so long as the Discharge of First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Holdings, the Borrower or any other Grantor: (i) the Second-Lien Collateral Agent and Tracing the other Second-Lien Creditors will not exercise or seek to exercise any rights or remedies (including setoff or recoupment) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Second-Lien Collateral Agent or any Second-Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and Priorities any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the First-Lien Collateral Agent or any other First-Lien Creditor or any other exercise by the First-Lien Collateral Agent or any other First-Lien Creditor, of any rights and remedies relating to the Collateral under the First-Lien Documents or otherwise, or object to the forbearance by the First-Lien Collateral Agent or the other First-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; and (ii) the First-Lien Collateral Agent shall have the exclusive right, and the Required First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second-Lien Collateral Agent or any other Second-Lien Creditor, all as though the Second-Lien Obligations did not exist; provided, that: (A) in Proceedsany Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, the Second-Lien Collateral Agent may file a claim or statement of interest with respect to the Second-Lien Obligations; (B) the Second-Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral securing the First-Lien Obligations, or the rights of the First-Lien Collateral Agent or the other First-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Collateral in accordance with the terms of this Agreement; and (C) the Second-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second-Lien Creditors, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement. In exercising rights and remedies with respect to the Collateral, the First-Lien Collateral Trustee Agent and each Secured Debt Representativethe other First-Lien Creditors may enforce the provisions of the First-Lien Documents and exercise remedies thereunder, for itself and/or all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) The Second-Lien Collateral Agent, on behalf of itself and the Secured Debt ClaimholdersSecond-Lien Creditors, each acknowledges agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff or recoupment) with respect to any Collateral, unless and agrees thatuntil the Discharge of First-Lien Obligations has occurred and, to the extent any Collateral or the proceeds thereof are taken or received in connection with the exercise of a right or remedy with respect to the Collateral by the Second-Lien Collateral Agent or any Second-Lien Creditor, then such Person exercises Collateral or proceeds shall be paid over to the First-Lien Collateral Agent in accordance with Section 4.2. Without limiting the generality of the foregoing, unless and until the Discharge of First-Lien Obligations has occurred, the sole right of the Second-Lien Collateral Agent and the other Second-Lien Creditors with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second-Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of the First-Lien Obligations has occurred in accordance with the terms of the Second-Lien Note Documents and applicable law. (c) The Second-Lien Collateral Agent and each other Second-Lien Creditor (by its rights acceptance of setoff against the benefits of the Second-Lien Note Documents), (i) agrees that the Second-Lien Collateral Agent and the other Second-Lien Creditors will not take any Grantors’ Deposit Accountsaction that would hinder, Securities Accounts delay, limit or prohibit any exercise of remedies under the First-Lien Documents, including any collection, sale, lease, exchange, transfer or other assetsdisposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the amount priority of such setoff the First-Lien Obligations to the Second-Lien Obligations or grant the Liens securing the Second-Lien Obligations equal ranking to the Liens securing the First-Lien Obligations and (ii) hereby waives any and all rights it or the Second-Lien Creditors may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First-Lien Collateral Agent or the other First-Lien Creditors seek to enforce or collect the First-Lien Obligations or the Liens granted in any of the First-Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First-Lien Collateral Agent or First-Lien Creditors is adverse to the interest of the Second-Lien Creditors. (d) Each Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents) agrees hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second-Lien Security Documents or any other Second-Lien Note Document shall be deemed to be restrict in any way the Revolving Credit rights and remedies of the First-Lien Collateral Agent or the other First-Lien Creditors with respect to be held the Collateral as set forth in this Agreement and distributed pursuant to Section 4.3; provided, however, the First-Lien Documents. (e) The Second-Lien Collateral Agent and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents) agrees that the foregoing shall not apply Second-Lien Collateral Agent and the other Second-Lien Creditors will not, without the prior written consent of the First-Lien Required Lenders (or the First-Lien Collateral Agent at their direction or with their consent), issue any payment blockage or similar notice with respect to any setoff by any such Person against any Shared Collateral First-Lien Obligations. (f) Notwithstanding anything to the extent applied to payment contrary in preceding clauses (a) through (e) of Secured Debt. this Section 3.1, at any time after the Second-Lien Enforcement Date, the Second-Lien Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements Second-Lien Creditors, and then applied the other Second-Lien Creditors may, but only if the First-Lien Collateral Agent or the First-Lien Creditors are not pursuing or exercising remedies with respect to the Revolving Credit Obligations shall Collateral (with any determination of which Collateral to proceed against, and in what order, to be treated as Revolving Credit made by the First-Lien Collateral andAgent or such First-Lien Creditors in their sole discretion), unless enforce the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Liens on Collateral Trustee) has actual knowledge granted pursuant to the contrarySecond-Lien Security Documents, provided that (x) any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of Collateral or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral received by the Second-Lien Collateral Agent or such other Second-Lien Creditor, as the case may be, in connection with the enforcement of such Lien shall be applied in accordance with Section 4 hereof and (y) the First-Lien Collateral Agent or any other First-Lien Creditors may at any time take over such enforcement actions or proceedings, provided that the First-Lien Collateral Agent or such First-Lien Creditors, as the case may be, pursues enforcement proceedings with respect to the Collateral, whether with any determination of which Collateral to proceed against, and in what order, to be made by the First-Lien Collateral Agent or not deposited under Account Agreementssuch First-Lien Creditors in their sole discretion, which are used and provided further that the Second-Lien Collateral Agent or Second-Lien Creditors, as the case may be, shall only be able to recoup (from amounts realized by the First-Lien Collateral Agent or any Grantor First-Lien Creditors) in any enforcement proceeding with respect to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, (whether initiated by the Secured Debt Representatives and First-Lien Collateral Agent or First-Lien Creditors or taken over by them as contemplated above) any expenses incurred by them in accordance with the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities set forth in the Collateral which was so acquiredSection 4 hereof.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. The Second Lien Collateral Trustee Agent and each Secured Debt RepresentativeSecond Lien Claimholder agrees that it shall not, for itself and/or with respect to the Second Lien Obligations, take or receive from or on behalf of the Secured Debt ClaimholdersBorrower, each acknowledges directly or indirectly, in cash or other property or by setoff, counterclaim or in any other manner (whether pursuant to any enforcement, collection, execution, levy, foreclosure action or other proceeding or otherwise) any Common Collateral or any proceeds of Common Collateral, unless and agrees thatuntil all First Lien Obligations have been paid in full in accordance with Section 3.2 hereof. Without limiting the generality of the foregoing, unless and until the First Lien Obligations have been paid in full, except as expressly provided herein or in the Laurus Security Agreement, the sole right of the Second Lien Collateral Agent and the Second Lien Claimholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the MDS Security Agreement and the MDS Notes for the period and to the extent any such Person exercises its rights granted therein and to receive a share of setoff against any Grantors’ Deposit Accountsthe proceeds thereof, Securities Accounts or other assetsif any, after payment in full of the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3First Lien Obligations; provided, provided however, that nothing in this paragraph shall be construed to impair the foregoing shall not apply right of the Second Lien Claimholders to receive payments of principal, interest, fees and other amounts in respect of the Second Lien Obligations as provided for in the MDS Security Agreement and the MDS Notes, and to enforce the making of such payments by bringing suit at law with respect to any setoff unpaid amounts of such payments. Each of the Second Lien Collateral Agent and the Second Lien Claimholders (i) further agrees that the Second Lien Collateral Agent and the other Second Lien Claimholders will not take any action that would hinder, delay, limit, impede or prohibit any exercise of remedies by any such Person against any Shared the First Lien Collateral Agent to the extent applied related to payment satisfying the First Lien Obligations, including any collection, sale, lease, exchange, transfer or other Disposition of Secured Debt. the Common Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Collateral Trustee Document securing or purporting to secure the First Lien Obligations or subordinate the priority of the First Lien Obligations to the Second Lien Obligations with respect to the Common Collateral or grant the Liens securing the Second Lien Obligations with respect to the Common Collateral equal in ranking to the Liens securing the First Lien Obligations and each Secured Debt Representative(ii) hereby waives any and all rights it may have (other than as specified herein) as a junior lien creditor or otherwise (whether arising under the UCC or under any other Law) to object to the manner in which the First Lien Collateral Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens now or hereafter granted in any Common Collateral to secure the First Lien Obligations, for itself and/or regardless of whether any action or failure to act by or on behalf of the Secured Debt First Lien Collateral Agent or the First Lien Claimholders agree that prior is adverse to the interest of the Second Lien Claimholders. Notwithstanding the foregoing or anything else contained herein, (i) the Second Lien Collateral Agent and the other Second Lien Claimholders may s▇▇ upon any claim they may have with respect to the Non-Common Collateral (whether pursuant to an issuance Insolvency or Liquidation Proceeding or otherwise) or take any action with respect to the Non-Common Collateral (including, without limitation, a Disposition of the Non-Common Collateral), the Borrower or any of its Subsidiaries or enforce their Lien in the Non-Common Collateral, without consent, notice or consultation with the First Lien Collateral Agent or any other First Lien Claimholder and (ii) the Second Lien Collateral Agent and the other Second Lien Claimholders may s▇▇ upon any claim they may have with respect to the Common Collateral (whether pursuant to an Insolvency or Liquidation Proceeding or otherwise) or take any action with respect to the Common Collateral (including, without limitation, a Disposition of the Common Collateral), the Borrower or any of its Subsidiaries or enforce their Lien in the Common Collateral, without consent, notice or consultation with the First Lien Collateral Agent or any other First Lien Claimholder if the First Lien Collateral Agent or any other First Lien Claimholders has not taken any of the actions specified in this clause (ii) with respect to the Common Collateral within 120 days after any First Lien Claimholder has knowledge of the occurrence of an Enforcement Notice all funds deposited Event of Default under Account Agreements the Laurus Security Agreement and then applied to such Event of Default shall not have been cured and/or waived within the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, 120-day period following the Discharge date on which such First Lien Claimholder has knowledge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim occurrence of such Event of Default; it being understood and agreed that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining this Section 3.1, the relative priorities First Lien Claimholders will be deemed to have knowledge of the occurrence of an Event of Default if any Second Lien Claimholder notifies a First Lien Claimholder of such occurrence. Any proceeds of Common Collateral recovered pursuant to the actions of the Second Lien Collateral Agent or the other Second Lien Claimholders pursuant to the foregoing clause (ii) shall be applied in the Collateral which was so acquiredmanner specified in Section 3.2 and shall be subject to the provisions of Section 4.1.

Exercise of Remedies. Set Off (a) Until the Discharge of ABL Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any ABL Grantor, the Term Loan Collateral Agent and Tracing the Term Loan Claimholders: (1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the ABL Priority Collateral; (2) will not contest, protest or object to any foreclosure proceeding or action brought by the ABL Collateral Agent or any ABL Claimholder or any other exercise by the ABL Collateral Agent or any ABL Claimholder of any rights and Priorities remedies under the ABL Loan Documents or otherwise, in Proceedseach case, to the extent relating to the ABL Priority Collateral (including any Enforcement Action initiated by or supported by the ABL Collateral Agent or any ABL Claimholder) and (3) will not object to the forbearance by the ABL Collateral Agent or any ABL Claimholder from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the ABL Priority Collateral, in each case so long as any proceeds received by the ABL Collateral Agent in excess of those necessary to achieve a Discharge of ABL Obligations are distributed in accordance with Section 4.1 and applicable law. (b) Until the Discharge of ABL Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any ABL Grantor, the ABL Collateral Agent and the ABL Claimholders shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt, except that Term Loan Collateral Agent shall have the credit bid rights set forth in Section 3.1(c)(5)), in each case, with respect to the ABL Priority Collateral, and subject to Section 5.1, make determinations regarding the release, disposition, or restrictions with respect to the ABL Priority Collateral without any consultation with or the consent of the Term Loan Collateral Agent or any other Term Loan Claimholder; provided that any proceeds received by the ABL Collateral Agent in excess of those necessary to achieve a Discharge of ABL Obligations are distributed in accordance with Section 4.1 and applicable law. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the ABL Priority Collateral, the ABL Collateral Trustee Agent and the ABL Claimholders may enforce the provisions of the ABL Loan Documents and exercise remedies thereunder, in each Secured Debt Representativecase, with respect to ABL Priority Collateral, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Term Loan Collateral Agent or any Term Loan Claimholder and regardless of whether any such exercise is adverse to the interest of any Term Loan Claimholder. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of ABL Priority Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding the foregoing, with respect to ABL Priority Collateral or an ABL Grantor, the Term Loan Collateral Agent and any other Term Loan Claimholder may: (1) file a claim or statement of interest with respect to the Term Loan Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any ABL Grantor; (2) take any action not adverse to the priority status of the Liens on the ABL Priority Collateral securing the ABL Obligations, or the rights of any ABL Collateral Agent or the ABL Claimholders to exercise remedies in respect thereof, or otherwise in contravention of this Agreement, in order to create, perfect, preserve or protect its Lien on the ABL Priority Collateral and with respect to any ABL Pledged Collateral, take possession or control of such ABL Priority Collateral so long as the ABL Collateral Agent elects in writing not to take possession or control thereof; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Term Loan Claimholders, including any claims secured by the ABL Priority Collateral, if any, in each case to the extent not inconsistent with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement, with respect to the Term Loan Obligations and the ABL Priority Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Term Loan Collateral Agent or any other Term Loan Claimholder may be inconsistent with the provisions of this Agreement; and (5) bid for or purchase ABL Priority Collateral at any public, private or judicial foreclosure upon such ABL Priority Collateral initiated by the ABL Collateral Agent or any other ABL Claimholder, or any sale of ABL Priority Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Term Loan Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of ABL Obligations; and (6) engage consultants and perform audits, examinations, and appraisals relating to the enforcement of Liens on any ABL Priority Collateral so long as such actions are not adverse to the rights of the ABL Collateral Agent to exercise remedies thereof and do not materially affect, in the reasonable discretion of the ABL Collateral Agent, the value of the ABL Priority Collateral. The Term Loan Collateral Agent, for itself and/or and on behalf of each other Term Loan Claimholder, agrees that it will not take or receive any ABL Priority Collateral or any proceeds of ABL Priority Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any ABL Priority Collateral in its capacity as a creditor, unless and until the Discharge of ABL Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of ABL Obligations has occurred, except as expressly provided in Section 6.3(b) and this Section 3.1(c), the sole right of the Term Loan Collateral Agent and the Term Loan Claimholders with respect to the ABL Priority Collateral is to hold a Lien on the ABL Priority Collateral pursuant to the Term Loan Collateral Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of ABL Obligations has occurred. (d) Subject to Sections 3.1(c) and 6.3(b): (1) the Term Loan Collateral Agent, for itself and on behalf of each other Term Loan Claimholder, agrees that the Term Loan Collateral Agent and the Term Loan Claimholders will not take any action with respect to any ABL Priority Collateral that would hinder any exercise of remedies with respect to the ABL Priority Collateral under the ABL Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the ABL Priority Collateral, whether by foreclosure or otherwise; (2) the Term Loan Collateral Agent, for itself and on behalf of each other Term Loan Claimholder, hereby waives any and all rights it or the Term Loan Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the ABL Collateral Agent or any other ABL Claimholder seeks to enforce or collect the ABL Obligations against any ABL Grantor or the Liens securing the ABL Obligations granted in any of the ABL Priority Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the Secured Debt ClaimholdersABL Collateral Agent or any other ABL Claimholder is, each or could be, adverse to the interest of any Term Loan Claimholder; and (3) the Term Loan Collateral Agent hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Term Loan Collateral Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Term Loan Document (other than this Agreement) shall be deemed to be restrict in any way the Revolving Credit rights and remedies of the ABL Collateral Agent or any other ABL Claimholder, in each case, with respect to be held the ABL Priority Collateral as set forth in this Agreement and distributed pursuant the ABL Loan Documents. (e) Except as specifically set forth in this Agreement, the Term Loan Collateral Agent and the other Term Loan Claimholders may exercise rights and remedies as unsecured creditors against the ABL Grantor that has guaranteed or granted Liens to Section 4.3; provided, however, that secure the foregoing shall not apply Term Loan Obligations in accordance with the terms of the Term Loan Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any setoff by ABL Grantor); provided that in the event that any such Person against any Shared Term Loan Claimholder becomes a judgment Lien creditor in respect of ABL Priority Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt RepresentativeTerm Loan Obligations, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied such judgment Lien shall be subject to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent terms of this Agreement for all purposes (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge including in relation to the contrary, any claim that payments made to Revolving Credit Agent (or, following ABL Obligations) in the Discharge of Revolving Credit Obligations, same manner as the other Liens on the Term Loan Priority Lien Claimholders) through Collateral securing the bank accounts that Term Loan Obligations are subject to Account Agreements are this Agreement. (f) Except as specifically set forth in Section 3.1(d), nothing in this Agreement shall prohibit the receipt by the Term Loan Collateral Agent or any other Term Loan Claimholder of the required payments of interest, principal and other amounts owed in respect of the Term Loan Obligations so long as such receipt is not the direct or indirect result of the exercise by the Term Loan Collateral Agent or any other Term Loan Claimholder of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien in any assets or property of the ABL Grantor (including any ABL Priority Collateral and any proceeds thereof) held by any of them or as a result of any other violation by any Term Loan Claimholder of the express terms of this Agreement. Nothing in this Agreement impairs or otherwise constitute Shared adversely affects any rights or remedies the ABL Collateral Agent or any other ABL Claimholder may have with respect to the ABL Priority Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies any Person may have with respect to the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Term Priority Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired.

Exercise of Remedies. Set Off If an Event of Default occurs, Buyer may exercise the following rights and Tracing remedies in its sole discretion: (a) By written notice (which may be delivered via email, telecopy, overnight mail, regular mail or any other method selected by Buyer in its sole discretion) to Sellers (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Event of Insolvency of Seller), the Repurchase Date for each Transaction hereunder, if it has not already occurred, shall be deemed immediately to occur. Any written notice given by Buyer hereunder shall be deemed to have been received by Sellers immediately upon such notice having been sent by Buyer to Sellers’ address, fax number or email address, as the case may be, specified on the signature page hereof. (b) If Buyer exercises or is deemed to have exercised the option referred to in subsection (a) of this Section, (i) Sellers’ obligations in such Transactions to repurchase all Purchased Loans, at the Repurchase Price therefore on the Repurchase Date determined in accordance with subsection (a) of this Section, shall thereupon become immediately due and Priorities in Proceeds. Collateral Trustee payable, and each Secured Debt Representative, for itself and/or on behalf of all Income paid after such exercise or deemed exercise shall be retained by Buyer and applied to the Secured Debt Claimholders, each acknowledges aggregate unpaid Repurchase Price and agrees that, any other amounts owed by Sellers hereunder; (ii) to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assetspermitted by applicable law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount accrued by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such setoff option to but excluding the date of payment of the Repurchase Price as so increased, (x) the Post-Default Rate to (y) the Repurchase Price for such Transaction as of the Repurchase Date as determined pursuant to subsection (a) of this Section (decreased as of any day by (i) any amounts actually in the possession of Buyer pursuant to Section 10.02, and (ii) any proceeds from the sale of Purchased Loans applied to the Repurchase Price pursuant to Section 10.03; and (c) By written notice (which may be delivered via email, telecopy, overnight mail, regular mail or any other method selected by Buyer in its sole discretion) to Sellers, the Repurchase Price for each Transaction hereunder shall be deemed to be the Revolving Credit Collateral to be held due and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff payable on each Repurchase Date therefor. Any written notice given by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations Buyer hereunder shall be treated deemed to have been received by Sellers immediately upon such notice having been sent by Buyer to Sellers’ address, fax number or email address, as Revolving Credit Collateral andthe case may be, unless specified on the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredsignature page hereof.

Exercise of Remedies. Set Off (a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Pledgor: (i) the Second Lien Collateral Agent and Tracing the Second Lien Secured Parties (x) will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Collateral Agent or any Second Lien Secured Party is a party or the enforcement of or execution on any judgment Lien) or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), (y) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Collateral Agent or any First Lien Secured Party or any other exercise by the First Lien Collateral Agent or any First Lien Secured Party of any rights and Priorities remedies relating to the Collateral under the First Lien Documents or otherwise, and (z) will not object to the forbearance by the First Lien Collateral Agent or the First Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in Proceedseach case so long as the respective interests of the Second Lien Secured Parties attach to the proceeds thereof subject to the relative priorities described in Section 2 hereof and (ii) the First Lien Collateral Agent and the First Lien Secured Parties shall have the exclusive right to enforce rights, exercise remedies (including the right to credit bid debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Pledgor, the Second Lien Collateral Agent or the Second Lien Secured Parties may file a proof of claim or statement of interest with respect to the Second Lien Obligations, (B) the Second Lien Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Secured Parties, including without limitation any claims secured by the Collateral, if any, in each case if not otherwise in contravention of the terms of this Agreement, (C) the Second Lien Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Pledgors arising under either the Bankruptcy Law or applicable non-bankruptcy law, in each case if not otherwise in contravention of the terms of this Agreement, and (D) the Second Lien Secured Parties shall be entitled to file any proof of claim and other filings and make any arguments and motions in order to preserve or protect its Liens on the Collateral that are, in each case, not otherwise in contravention of the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral. In exercising rights and remedies with respect to the Collateral, the First Lien Collateral Trustee Agent and each the First Lien Secured Debt RepresentativeParties may enforce the provisions of the First Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. The First Lien Collateral Agent agrees to provide five (5) days’ notice to the Second Lien Collateral Agent of its intent to exercise and enforce its rights or remedies with respect to the Collateral. (b) The Second Lien Collateral Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that, it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy with respect to any Collateral, unless and until the Discharge of First Lien Obligations has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of First Lien Obligations has occurred, except as expressly permitted by Section 3.1(a) of this Agreement, the sole right of the Second Lien Collateral Agent and the other Second Lien Secured Parties with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First Lien Obligations has occurred in accordance with the terms of the Second Lien Documents and applicable law. (i) The Second Lien Collateral Agent for itself and/or and on behalf of the other Second Lien Secured Debt ClaimholdersParties, each agrees that the Second Lien Collateral Agent and the other Second Lien Secured Parties will not take any action that would hinder any exercise of remedies under the First Lien Documents, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, and (ii) the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Secured Parties, hereby waives any and all rights it or the Second Lien Secured Parties may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Collateral Agent or the First Lien Secured Parties seek to enforce or collect the First Lien Obligations or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or First Lien Secured Parties is adverse to the interests of the Second Lien Secured Parties. (d) The Second Lien Collateral Agent hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Second Lien Security Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Second Lien Document shall be deemed to be restrict in any way the Revolving Credit rights and remedies of the First Lien Collateral to be held and distributed pursuant to Section 4.3; provided, however, that Agent or the foregoing shall not apply to any setoff by any such Person against any Shared Collateral First Lien Secured Parties with respect to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives set forth in this Agreement and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredFirst Lien Documents.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities in Proceeds. Collateral Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or Guarantor, (i) the Trustee and each Secured Debt Representativethe Noteholders will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral, for itself and/or on behalf institute any action or proceeding with respect to such rights or remedies, including, without limitation, any action of foreclosure, contest, protest or object to any foreclosure proceeding or action brought by the Senior Agent or any Senior Lender, the exercise of any right under any Lockbox Agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Trustee or any Noteholder is a party, or any other exercise by any such party, of any rights and remedies relating to the Common Collateral under the Senior Lender Documents or otherwise, or object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral and (ii) the Senior Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including, without limitation, setoff and the right to credit bid their debt) and make determinations regarding release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent Trustee or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Noteholder; provided, however, (A) that in any Insolvency or Liquidation Proceeding commenced by or against the foregoing Borrower or any Guarantor, the Trustee may file a claim or statement of interest with respect to the Noteholder Claims, and (B) the Trustee may take any action not adverse to the Liens on the Common Collateral securing the Senior Lender Claims in order to preserve or protect its rights in the Common Collateral. In exercising rights and remedies with respect to the Common Collateral, the Senior Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include, without limitation, the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction. (b) The Trustee, on behalf of itself and the Noteholders, agrees that it will not apply take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any setoff by any such Person against any Shared Common Collateral, unless and until the Discharge of Senior Lender Claims has occurred. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in the proviso in Section 3.1(a)(ii) above, the sole right of the Trustee and the Noteholders with respect to the Common Collateral is to hold a Lien on the Common Collateral pursuant to the Noteholder Documents for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. Collateral Trustee and each Secured Debt Representativethe proceeds thereof, if any, after the Discharge of the Senior Lender Claims has occurred. (c) Subject to the proviso in Section 3.1(a)(ii) above, (a) the Trustee, for itself and/or or on behalf of the Secured Debt Claimholders agree Noteholders, agrees that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives Trustee and the Secured Debt ClaimholdersNoteholders will not take any action that would hinder any exercise of remedies undertaken by the Senior Agent under the Senior Loan Documents, each agrees thatincluding any sale, prior to an issuance lease, exchange, transfer or other disposition of an Enforcement Notice, any proceeds of the Common Collateral, whether by foreclosure or not deposited under Account Agreementsotherwise, which are used by any Grantor to acquire other property which is Collateral shall not and (as among b) the Revolving Credit Agent, the Collateral Trustee, for itself and on behalf of the Secured Debt Representatives Noteholders, hereby waives any and all rights it or the various Claimholders) be treated Noteholders may have as proceeds a junior lien creditor or otherwise to object to the manner in which the Senior Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredSenior Lender Collateral.

Exercise of Remedies. Set Off (a) Until the Discharge of Super Senior Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Subordinated Lien Collateral Agent and Tracing the Subordinated Lien Claimholders: (1) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; provided that the Subordinated Lien Collateral Agent may commence an Enforcement Action or otherwise exercise any or all such rights or remedies after the passage of a period of at least 180 days has elapsed since the earlier of: (i) following the occurrence of any Event of Default under any Subordinated Lien Loan Document, the date on which the Super Senior Collateral Agent was given notice thereof in accordance with Section 8.9 and Priorities (ii) following the occurrence of the acceleration of the Subordinated Lien Obligations, the date on which the Super Senior Collateral Agent was given notice thereof in Proceedsaccordance with Section 8.9 (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall the Subordinated Lien Collateral Agent or any Subordinated Lien Claimholder exercise any rights or remedies with respect to the Collateral so long as, notwithstanding the expiration of the Standstill Period, the Super Senior Collateral Agent or Super Senior Claimholders shall have commenced and be diligently pursuing an Enforcement Action with respect to all or any material portion of the Collateral or the Company or any other Grantor is then, and then only for so long as it remains, a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding (with prompt notice of such exercise to be given to the Subordinated Lien Collateral Agent); (2) will not contest, protest, hinder, delay, or object to any foreclosure proceeding or action brought by the Super Senior Collateral Agent or any Super Senior Claimholder or any other exercise by the Super Senior Collateral Agent or any Super Senior Claimholder of any rights and remedies relating to the Collateral under the Super Senior Securities Purchase Documents or otherwise (including any Enforcement Action initiated by or supported by the Super Senior Collateral Agent or any Super Senior Claimholder); (3) subject to their rights under clause (a)(1) above, will not object to the forbearance by the Super Senior Collateral Agent or the Super Senior Claimholders from bringing or pursuing any foreclosure 168776.01000/150935551v.4 proceeding or action or any other exercise of any rights or remedies relating to the Collateral, in each case so long as any proceeds received by the Super Senior Collateral Agent in excess of those necessary to achieve a Discharge of Super Senior Obligations are distributed in accordance with Section 4.1 hereof and applicable law (to the extent such law is not inconsistent with the priority of distributions provided under Section 4.1 hereof); (4) will not attempt to direct the Super Senior Collateral Agent or the Super Senior Claimholders to exercise any right, remedy or power with respect to the Collateral or exercise any consent to the exercise by the Super Senior Collateral Agent or the Super Senior Claimholders of any right, remedy or power with respect to the Collateral; (5) will not institute any suit or assert in any suit, Insolvency or Liquidation Proceeding or other proceeding any claim against the Super Senior Collateral Agent or the Super Senior Claimholders seeking damages or other relief by way of specific performance, instructions or otherwise with respect to, and neither the Super Senior Collateral Agent or the Super Senior Claimholders will be liable for, any action taken or omitted to be taken by any of them with respect to the Collateral; (6) will not take any action to cause or attempt to cause any Lien on the Collateral securing the Subordinated Lien Obligations to be senior to or pari passu with the Liens securing the Super Senior Obligations; and (7) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement or the enforceability of any Lien securing the Super Senior Obligations. The foregoing shall not be construed to prohibit the Subordinated Lien Collateral Trustee Agent from enforcing the provisions of this Agreement. (b) [Reserved]. (c) Until the Discharge of Super Senior Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, subject to Section 3.1(a)(1), the Super Senior Collateral Agent and the Super Senior Claimholders shall have the exclusive right to commence and maintain an Enforcement Action (except that Subordinated Lien Collateral Agent shall have the credit bid rights set forth in Section 3.1(d)(7)), and subject to Section 5.1, to make determinations regarding the release or dispositions with respect to the Collateral without any consultation with or the consent of the Subordinated Lien 168776.01000/150935551v.4 Collateral Agent or any Subordinated Lien Claimholder; provided that any proceeds received by the Super Senior Collateral Agent in excess of those necessary to achieve a Discharge of Super Senior Obligations are distributed to the Subordinated Lien Collateral Agent in accordance with the relative priorities described herein. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the Super Senior Collateral Agent and the Super Senior Claimholders may enforce the provisions of the Super Senior Securities Purchase Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with this Agreement and any applicable law and without consultation with the Subordinated Lien Collateral Agent or any Subordinated Lien Claimholder. Such exercise and enforcement shall include, subject to compliance with applicable laws, the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (d) Notwithstanding the foregoing, the Subordinated Lien Collateral Agent and any Subordinated Lien Claimholder may: (1) vote, file proofs of claim and take any other action not in violation of the provisions of this Agreement with respect to the Subordinated Lien Obligations in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor; (2) take any action (not adverse to the priority status of the Liens on the Collateral securing the Super Senior Obligations, or the rights of any Super Senior Collateral Agent or the Super Senior Claimholders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect the validity, enforceability, perfection or priority (to the extent permitted by this Agreement) of its Lien on the Collateral and neither the Super Senior Collateral Agent nor the other Super Senior Claimholders will object to or contest, or otherwise support any other person in contesting or objecting to, any such action; (3) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Subordinated Lien Claimholders, including any claims secured by the Collateral, if any, in each Secured Debt Representativecase in accordance with the terms of this Agreement; (4) vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and 168776.01000/150935551v.4 make any arguments and motions that are, in each case, not in violation of the terms of this Agreement, with respect to the Subordinated Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Subordinated Lien Collateral Agent or any Subordinated Lien Claimholder may seek, or otherwise support, any relief that would alter the lien priorities provided herein or otherwise be inconsistent with or seek to contravene the provisions of this Agreement; (5) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1); provided that in the event that the exercise any of rights or remedies are necessary at any time after the expiration of the Standstill Period, the Super Senior Claimholders and the Subordinated Lien Claimholders shall reasonably discuss the possibility of undertaking a coordinated enforcement process, provided that neither party shall be responsible for paying the other party’s costs in connection with any such enforcement and, unless the Super Senior Claimholders and the Subordinated Lien Claimholders otherwise agree in writing, such discussions shall not reinstate or otherwise extend the Standstill Period or constitute a forbearance or waiver of the Subordinated Lien Claimholders’ ability to exercise rights or remedies after the termination of the Standstill Period; (6) exercise any right or remedy permitted under Section 3.1(f); (7) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the Super Senior Collateral Agent or any Super Senior Claimholder, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may not include a “credit bid” in respect of any Subordinated Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of Super Senior Obligations; (8) take any action to the extent necessary to prevent the running of any applicable statute of limitation or similar restriction on claims; (9) seek specific performance or other injunctive relief to compel the Company to comply with a non-payment obligation (including, without limitation, any Equity Rights) under any Subordinated 168776.01000/150935551v.4 Lien Loan Document or other agreement or Equity Interest with respect to any Equity Rights; (10) exercise any Equity Rights; and (11) inspect or appraise the Collateral (and engage or retain investment bankers or appraisers for the sole purpose of appraising or valuing the Collateral) or receive information or reports concerning the Collateral. The Subordinated Lien Collateral Agent, for itself and/or and on behalf of each other Subordinated Lien Claimholder, agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of Super Senior Obligations has occurred, except as expressly permitted by Section 3.1(a)(1) (to the extent the Subordinated Lien Collateral Agent and Subordinated Lien Claimholders are permitted to retain the proceeds thereof in accordance with Section 4.2 of this Agreement). (e) Subject to Sections 3.1(a) and (d) and Section 6.3(b): (1) the Subordinated Lien Collateral Agent, for itself and on behalf of each other Subordinated Lien Claimholder, agrees that the Subordinated Lien Collateral Agent and the Subordinated Lien Claimholders will not take any action that would hinder any exercise of remedies under the Super Senior Securities Purchase Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral by the Super Senior Collateral Agent, whether by foreclosure or otherwise, absent gross negligence, willful misconduct, bad faith, self-dealing or fraud on the part of Super Senior Collateral Agent or such Super Senior Claimholder, as the case may be; (2) the Subordinated Lien Collateral Agent, for itself and on behalf of each other Subordinated Lien Claimholder, hereby waives any and all rights it or the Subordinated Lien Claimholders may have as a junior lien creditor to object to the manner in which the Super Senior Collateral Agent or the First Lien Claimholders seek to enforce or collect the Super Senior Obligations or the Liens securing the Super Senior Obligations granted in any of the Super Senior Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the Secured Debt Super Senior Collateral Agent or Super Senior Claimholders is adverse to the interest of the Subordinated Lien Claimholders, in each case absent gross negligence, willful misconduct, bad faith, self-dealing or fraud on the part of the Super 168776.01000/150935551v.4 Senior Collateral Agent or such Super Senior Claimholder, as the case may be; and (3) the Subordinated Lien Collateral Agent hereby acknowledges and agrees thatthat no covenant, to agreement or restriction contained in the extent Subordinated Lien Collateral Documents or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff Subordinated Lien Loan Document (other than this Agreement) shall be deemed to be restrict in any way the Revolving rights and remedies of the Super Senior Collateral Agent or the Super Senior Claimholders with respect to the Collateral as set forth in this Agreement and the Super Senior Credit Documents. (f) As long as such exercise is not contrary to the terms of this Agreement, and whether or not any Insolvency or Liquidation Proceeding has been commenced, the Subordinated Lien Collateral Agent and the Subordinated Lien Claimholders may exercise rights and remedies as unsecured creditors against the Company or any other Grantor that has guaranteed or granted Liens to be held secure the Subordinated Lien Obligations in accordance with the terms of the Subordinated Lien Loan Documents and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply applicable law (other than initiating or joining in an involuntary case or proceeding under any Insolvency or Liquidation Proceeding with respect to any setoff by Grantor); provided that in the event that any such Person against any Shared Subordinated Lien Claimholder 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 extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt RepresentativeSubordinated Lien Obligations, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied such judgment Lien shall be subject to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent terms of this Agreement for all purposes (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge including in relation to the contrary, any claim that payments made to Revolving Credit Agent (or, following Super Senior Obligations) in the Discharge of Revolving Credit Obligations, same manner as the Priority other Liens securing the Subordinated Lien Claimholders) through the bank accounts that Obligations are subject to Account Agreements are proceeds this Agreement. (g) Nothing in this Agreement shall prohibit or limit the payment to and the receipt by the Subordinated Lien Collateral Agent or any Subordinated Lien Claimholders of the required payments of interest, principal and other amounts owed in respect of the Subordinated Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Subordinated Lien Collateral Agent or any Subordinated Lien Claimholders of rights or remedies as a secured creditor (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien held by any of them or as a result of any other violation by any Subordinated Lien Claimholder of the express terms of this Agreement. Except as may be expressly provided herein to the contrary for the exclusive benefit of the Subordinated Lien Claimholders, nothing in this Agreement impairs or otherwise constitute Shared adversely affects any rights or remedies the Super Senior Collateral Agent or the Super Senior Claimholders may have with respect to the Super Senior Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, . (h) The Super Senior Collateral Agent shall endeavor to deliver simultaneous written notice to the Subordinated Lien Collateral Trustee, Agent of the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an 168776.01000/150935551v.4 Super Senior Collateral Agent commencing any Enforcement Action (“Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquired”).

Exercise of Remedies. Set Off and Tracing (a) Prior to the Discharge of and Priorities in Proceeds. Senior Lender Claims, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Warnaco Obligor: (i) the Noteholder Collateral Trustee and each Secured Debt Representativethe Noteholders will not exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared Collateral, for itself and/or on behalf institute any action or proceeding with respect to such rights or remedies, including, without limitation, any action of foreclosure, contest, protest or object to any foreclosure proceeding or action brought by the Senior Agent or any Senior Lender, the exercise of any right under any Blocked Account Letter, Restricted Account Letter, Landlord Waiver or Bailee's Letter or similar agreement or arrangement to which the Noteholder Collateral Trustee or any Noteholder is a party, or any other exercise by any such party, of any rights and remedies relating to the Shared Collateral under the Noteholder Documents or otherwise, or object to the forbearance by the Senior Lenders from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Shared Collateral; and (ii) the Senior Agent and the Senior Lenders shall have the exclusive right to enforce rights, exercise remedies (including, without limitation, setoff and the right to credit bid their debt) and make determinations regarding release, disposition, or restrictions with respect to the Shared Collateral without any consultation with or the consent of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent Noteholder Collateral Trustee or any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3Noteholder; provided, however, that in the foregoing shall event the Senior Agent has not apply initiated the exercise of any rights or remedies with respect to any setoff the Shared Collateral prior to the 90th day following the acceleration of the Senior Lender Claims in accordance with the terms of the Senior Loan Documents, then so long as no Insolvency or Liquidation Proceeding has been commenced by any such Person or against any Warnaco Obligor, the Noteholder Collateral Trustee shall be entitled to exercise any rights or remedies or take any other action with respect to the Shared Collateral (it being understood that any action shall in all respects comply with the terms of this Agreement and applicable Requirements of Law). (b) In exercising rights and remedies with respect to the extent applied Shared Collateral, the Senior Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include, without limitation, the rights of an agent appointed by them to payment sell or otherwise dispose of Secured Debt. Shared Collateral Trustee upon foreclosure, to incur expenses in connection with such sale or disposition, and each Secured Debt Representativeto exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under bankruptcy or similar laws of any applicable jurisdiction. (c) Each Noteholder Trustee, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives itself and the Secured Debt ClaimholdersNoteholders, each agrees that, prior to an issuance the Discharge of an Enforcement NoticeSenior Lender Claims, it will not take or receive any Shared Collateral or any proceeds of Shared Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Shared Collateral. Without limiting the generality of the foregoing, but, subject to the proviso in Section 3.1(a), prior to the Discharge of Senior Lender Claims, the sole right of the Noteholder Collateral Trustee and the Noteholders with respect to the Shared Collateral is to hold a Lien on the Shared Collateral pursuant to the Noteholder Documents for the period and to the extent granted therein and to receive the proceeds thereof, if any, after the Discharge of Senior Lender Claims. (d) Each Noteholder Trustee, for itself or on behalf of the Noteholders, (i) agrees that neither it nor the Noteholders will take any action that would hinder any exercise of remedies undertaken by the Senior Agent under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Shared Collateral, whether by foreclosure or not deposited under Account Agreements, otherwise (other than pursuant to the proviso in Section 3.1(a)) and (ii) hereby waives any and all rights it or the Noteholders may have as a junior lien creditor or otherwise to object to the manner in which are used by the Senior Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any Grantor of the Senior Lender Collateral (other than pursuant to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities proviso in the Collateral which was so acquiredSection 3.1(a)).

Exercise of Remedies. Set Off (a) Subject to Section 3.1(f), so long as the Discharge of First-Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against Holdings, the Borrower or any other Grantor: (i) the Second-Lien Collateral Agent and Tracing the other Second-Lien Creditors will not exercise or seek to exercise any rights or remedies (including setoff or recoupment) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, control account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second-Lien Collateral Agent or any Second-Lien Creditor is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution and Priorities any Insolvency or Liquidation Proceeding), and will not contest, protest or object to any foreclosure proceeding or action brought by the First-Lien Collateral Agent or any other First-Lien Creditor or any other exercise by the First-Lien Collateral Agent or any other First-Lien Creditor, of any rights and remedies relating to the Collateral under the First-Lien Documents or otherwise, or object to the forbearance by the First-Lien Collateral Agent or the other First-Lien Creditors from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral; and (ii) the First-Lien Collateral Agent shall have the exclusive right, and the Required First-Lien Creditors shall have the exclusive right to instruct the First-Lien Collateral Agent, to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second-Lien Collateral Agent or any other Second-Lien Creditor, all as though the Second-Lien Obligations did not exist; provided, that: (A) in Proceedsany Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, the Second-Lien Collateral Agent may file a claim or statement of interest with respect to the Second-Lien Obligations; (B) the Second-Lien Collateral Agent may take any action (not adverse to the prior Liens on the Collateral securing the First-Lien Obligations, or the rights of the First-Lien Collateral Agent or the other First-Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Collateral in accordance with the terms of this Agreement; and (C) the Second-Lien Creditors shall be entitled to file any necessary responsive or defensive pleading in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second-Lien Creditors, including any claim secured by the Collateral, if any, in each case in accordance with the terms of this Agreement. In exercising rights and remedies with respect to the Collateral, the First-Lien Collateral Trustee Agent and each Secured Debt Representativethe other First-Lien Creditors may enforce the provisions of the First-Lien Documents and exercise remedies thereunder, for itself and/or all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) The Second-Lien Collateral Agent, on behalf of itself and the Secured Debt ClaimholdersSecond-Lien Creditors, each acknowledges agrees that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including setoff or recoupment) with respect to any Collateral, unless and agrees thatuntil the Discharge of First-Lien Obligations has occurred and, to the extent any Collateral or the proceeds thereof are taken or received in connection with the exercise of a right or remedy with respect to the Collateral by the Second-Lien Collateral Agent or any Second-Lien Creditor, then such Person exercises Collateral or proceeds shall be paid over to the First-Lien Collateral Agent in accordance with Section 4.2. Without limiting the generality of the foregoing, unless and until the Discharge of First-Lien Obligations has occurred, the sole right of the Second-Lien Collateral Agent and the other Second-Lien Creditors with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Second-Lien Security Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First-Lien Obligations has occurred in accordance with the terms of the Second-Lien Note Documents and applicable law. (c) The Second-Lien Collateral Agent and each other Second-Lien Creditor (by its rights acceptance of setoff against the benefits of the Second-Lien Note Documents), (i) agrees that the Second-Lien Collateral Agent and the other Second-Lien Creditors will not take any Grantors’ Deposit Accountsaction that would hinder, Securities Accounts delay, limit or prohibit any exercise of remedies under the First-Lien Documents, including any collection, sale, lease, exchange, transfer or other assetsdisposition of the Collateral, whether by foreclosure or otherwise, or that would limit, invalidate, avoid or set aside any Lien or Security Document or subordinate the amount priority of such setoff the First-Lien Obligations to the Second-Lien Obligations or grant the Liens securing the Second-Lien Obligations equal ranking to the Liens securing the First-Lien Obligations and (ii) hereby waives any and all rights it or the Second-Lien Creditors may have as a junior lien creditor or otherwise (whether arising under the UCC or under any other law) to object to the manner in which the First-Lien Collateral Agent or the other First-Lien Creditors seek to enforce or collect the First-Lien Obligations or the Liens granted in any of the First-Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First-Lien Collateral Agent or First-Lien Creditors is adverse to the interest of the Second-Lien Creditors. (d) Each Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Note Documents) hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second-Lien Security Documents or any other Second-Lien Note Document shall be deemed to be restrict in any way the Revolving Credit rights and remedies of the First-Lien Collateral to be held and distributed pursuant to Section 4.3; provided, however, that Agent or the foregoing shall not apply to any setoff by any such Person against any Shared Collateral other First-Lien Creditors with respect to the extent applied Collateral as set forth in this Agreement and the First-Lien Documents. (e) [Reserved]. (f) Notwithstanding anything to payment the contrary in preceding clauses (a) through (e) of Secured Debt. this Section 3.1, at any time after the Second-Lien Enforcement Date, the Second-Lien Collateral Trustee and each Secured Debt RepresentativeAgent, for itself and/or and on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements Second-Lien Creditors, and then applied the other Second-Lien Creditors may, but only if the First-Lien Collateral Agent or the First-Lien Creditors are not pursuing or exercising remedies with respect to the Revolving Credit Obligations shall Collateral (with any determination of which Collateral to proceed against, and in what order, to be treated as Revolving Credit made by the First-Lien Collateral andAgent or such First-Lien Creditors in their sole discretion), unless enforce the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Liens on Collateral Trustee) has actual knowledge granted pursuant to the contrarySecond-Lien Security Documents, provided that (x) any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of Collateral or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral received by the Second-Lien Collateral Agent or such other Second-Lien Creditor, as the case may be, in connection with the enforcement of such Lien shall be applied in accordance with Section 4 hereof and (y) the First-Lien Collateral Agent or any other First-Lien Creditors may at any time take over such enforcement actions or proceedings, provided that the First-Lien Collateral Agent or such First-Lien Creditors, as the case may be, pursues enforcement proceedings with respect to the Collateral, whether with any determination of which Collateral to proceed against, and in what order, to be made by the First-Lien Collateral Agent or not deposited under Account Agreementssuch First-Lien Creditors in their sole discretion, which are used and provided further that the Second-Lien Collateral Agent or Second-Lien Creditors, as the case may be, shall only be able to recoup (from amounts realized by the First-Lien Collateral Agent or any Grantor First-Lien Creditors) in any enforcement proceeding with respect to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, (whether initiated by the Secured Debt Representatives and First-Lien Collateral Agent or First-Lien Creditors or taken over by them as contemplated above) any expenses incurred by them in accordance with the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities set forth in the Collateral which was so acquiredSection 4 hereof.

Exercise of Remedies. Set Off and Tracing (a) So long as the Discharge of and Priorities Senior Lender Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) no Second-Priority Agent or any Indenture Secured Party will (x) commence any Enforcement Action, (y) contest, protest or object to any Enforcement Action brought with respect to the Common Collateral by the First-Lien Agent or any Senior Lender in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf respect of the Secured Debt ClaimholdersSenior Lender Claims, each acknowledges and agrees that, or (z) object to the extent forbearance by the Senior Lenders from bringing or pursuing any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assetsEnforcement Action and (ii) except as otherwise provided herein, the amount First-Lien Agent and the Senior Lenders shall have the exclusive right to commence any Enforcement Action and make determinations regarding the release, disposition or restrictions with respect to the Common Collateral without any consultation with or the consent of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3any Second-Priority Agent or any Indenture Secured Party; provided, however, that (A) each Second-Priority Agent and each Indenture Secured Party may file a proof of claim or take any other action with respect to the foregoing Noteholder Claims required in connection with the preservation, validity and establishment of such Claim, including in any Insolvency or Liquidation Proceeding, (B) each Second-Priority Agent and each Indenture Secured Party may take any action (not adverse to the prior Liens on the Common Collateral securing the Senior Lender Claims, or the rights of the First-Lien Agent or the Senior Lenders to exercise remedies in respect thereof) in order to create, preserve or protect its rights in, and the perfection (other than by possession thereof) and priority of its Lien on, the Common Collateral except for the perfection of Liens in any Common Collateral in which the Lien of the First-Lien Agent in respect of the Senior Claims is not perfected, (C) each Second-Priority Agent and each Indenture Secured Party may seek equitable relief (whether by any of injunction, specific performance or otherwise) to enforce its rights under the Noteholder Collateral Documents, provided such action does not adversely affect the Liens securing the Senior Lender Claims or the rights of the First-Lien Agent or the Senior Lenders to exercise their remedies in respect thereof, (D) each Second-Priority Agent and each Indenture Secured Party may take any action against any Person relating to the rights and powers of such Person with respect to the sale or disposition of any Common Collateral (other than a sale in which the Lien of such First-Lien Agent or Indenture Secured Party in such Common Collateral shall be released as provided herein) and (E) each Second-Priority Agent may take any or all actions and exercise any or all rights or remedies permitted under the Noteholder Collateral Documents or applicable law with respect to the Common Collateral during any Second-Priority Lien Enforcement Period which is not apply suspended. In exercising rights and remedies with respect to the Senior Lender Collateral, the First-Lien Agent and the Senior Lenders may enforce the provisions of the Senior Lender Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral or other collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) So long as the Discharge of Senior Lender Claims has not occurred, except as specifically provided in Section 3.1(a), each Second-Priority Agent, on behalf of itself and each Indenture Secured Party, agrees that it will not take or receive any Common Collateral or other collateral or any proceeds of Common Collateral or other collateral in connection with the exercise of any right or remedy (including setoff) with respect to any setoff by Common Collateral or other collateral in respect of the Noteholder Claims. Without limiting the generality of the foregoing, unless and until the Discharge of Senior Lender Claims has occurred, except as expressly provided in Section 3.1(a), the sole right of the Second-Priority Agents and the Indenture Secured Parties with respect to the Common Collateral or any other collateral is to hold a Lien on the Common Collateral or such Person against any Shared Collateral other collateral in respect of the Noteholder Claims pursuant to the Noteholder Documents, as applicable, for the period and to the extent applied granted therein and to payment receive a share of Secured Debt. Collateral Trustee and each Secured Debt Representativethe proceeds thereof, if any, after the Discharge of Senior Lender Claims has occurred. (c) Each Second-Priority Agent, for itself and/or and on behalf of each Indenture Secured Party, agrees that no Second-Priority Agent or Indenture Secured Party will take any action that would hinder any exercise of remedies undertaken by the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied First-Lien Agent or the Senior Lenders with respect to the Revolving Credit Obligations Common Collateral or any other collateral under the Senior Loan Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral or such other collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Agent, for itself and on behalf of each Indenture Secured Party, hereby waives any and all rights it or any Indenture Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the First-Lien Agent or the Senior Lenders seek to enforce or collect the Senior Lender Claims or the Liens granted in any of the Senior Lender Collateral. (d) Each Second-Priority Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Noteholder Document shall be treated as Revolving Credit Collateral and, unless deemed to restrict in any way the Revolving Credit rights and remedies of the First-Lien Agent (or, following the Discharge of Revolving Credit Obligations, the relevant Priority Lien Representative or the Collateral Trustee) has actual knowledge Senior Lenders with respect to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Senior Lender Collateral Trustee, the Secured Debt Representatives as set forth in this Agreement and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateral, whether or not deposited under Account Agreements, which are used by any Grantor to acquire other property which is Collateral shall not (as among the Revolving Credit Agent, the Collateral Trustee, the Secured Debt Representatives and the various Claimholders) be treated as proceeds of Collateral for purposes of determining the relative priorities in the Collateral which was so acquiredSenior Lender Documents.

Exercise of Remedies. Set Off and Tracing of and Priorities in Proceeds. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders, each acknowledges and agrees that, to the extent any such Person exercises its rights of setoff against any Grantors’ Deposit Accounts, Securities Accounts or other assets, the amount of such setoff shall be deemed to be the Revolving Credit Collateral to be held and distributed pursuant to Section 4.3; provided, however, that the foregoing shall not apply to any setoff by any such Person against any Shared Collateral to the extent applied to payment of Secured Debt. Collateral Trustee and each Secured Debt Representative, for itself and/or on behalf of the Secured Debt Claimholders agree that prior to an issuance of an Enforcement Notice all funds deposited under Account Agreements and then applied to the Revolving Credit Obligations shall be treated So long as Revolving Credit Collateral and, unless the Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the relevant First Priority Lien Representative or the Collateral Trustee) Claims has actual knowledge to the contrary, any claim that payments made to Revolving Credit Agent (or, following the Discharge of Revolving Credit Obligations, the Priority Lien Claimholders) through the bank accounts that are subject to Account Agreements are proceeds of or otherwise constitute Shared Collateral, are waived. Revolving Credit Agent, Revolving Claimholders, the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders, each agrees that, prior to an issuance of an Enforcement Notice, any proceeds of Collateralnot occurred, whether or not deposited any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, (i) the Second Priority Agents and the Second Priority Lenders will not exercise or seek to exercise any rights or remedies (including set-off) with respect to any Common Collateral, institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure), contest, protest or object to any foreclosure proceeding or action brought by the Credit Agent or any First Priority Lender, the exercise of any right under Account Agreementsany lockbox agreement, control agreement, blocked account agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which are used any Second Priority Agent or any Second Priority Lender is a party, or any other exercise by any Grantor such Person, of any rights and remedies relating to acquire the Common Collateral under the First Priority Documents or otherwise, or object to the forbearance by the First Priority Lenders from bringing or pursuing any foreclosure proceeding or action or any other property which is exercise of any rights or remedies relating to the Common Collateral and (ii) the Credit Agent and the First Priority Lenders shall have the exclusive right to enforce rights, exercise remedies (including set-off and the right to credit bid their debt) and make determinations regarding the release, disposition, or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second Priority Agent or any Second Priority Lender; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any Grantor, a Second Priority Agent may file a claim or statement of interest with respect to the Second Priority Claims, and (B) a Second Priority Agent may take any action (not (as among adverse to the Revolving prior Liens on the Common Collateral securing the First Priority Claims, or the rights of the Credit AgentAgent or the First Priority Lenders to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Common Collateral. In exercising rights and remedies with respect to the Common Collateral, the Collateral Trustee, the Secured Debt Representatives Credit Agent and the various Claimholders) be treated First Priority Lenders may enforce the provisions of the First Priority Documents and exercise remedies thereunder, all in such order and in such manner as proceeds of Collateral for purposes of determining the relative priorities they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common Collateral which was so acquiredupon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code and under the comparable law of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.