Common use of Exercise of Rights and Remedies Clause in Contracts

Exercise of Rights and Remedies. At any time prior to the Discharge of Priority Payment Lien Obligations and whether or not an Insolvency Proceeding has commenced by or against the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment Lien Obligations shall have the exclusive right to exercise any right or remedy with respect to any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Secured Parties with respect to the Pari Passu Lien Obligations may commence or maintain any Enforcement Action with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateral.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Lien Administrative Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the Disposition (and, to the extent provided in Section 3.04, any Shared Collateral and will also have Release in connection therewith) with respect to the exclusive right Collateral), or to determine the time and method and place for exercising such right commence or remedy seek to commence any action or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency Proceeding), in each case, without any consultation with or the consent of the Second Lien Administrative Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency Proceeding, the Second Lien Administrative Agent and any Second Lien Secured Party may file a proof of claim or statement of interest with respect to the Second Lien Obligations; (ii) the Second Lien Administrative Agent may take any action to create, perfect, preserve or protect the validity and enforceability of the Second Priority Liens (but not actually enforce the Second Priority Liens), provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights and remedies of the First Lien Administrative Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any 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 any claims secured by the Collateral or otherwise make any agreements or file any motions or pleadings pertaining to the Second Lien Obligations, in each case, in a manner (A) that could not reasonably be expected to be adverse to the First Priority Liens or the rights and remedies of the First Lien Administrative Agent and (B) none not otherwise inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, subject to the terms of and in accordance with this Agreement, including as provided in Section 3.03; (v) the Second Lien Secured Parties may (A) present a cash bid for Collateral or purchase Collateral for cash at any Section 363 hearing or at any public or judicial foreclosure sale and (B) credit bid for Collateral pursuant to Section 363(k) of the Bankruptcy Code (provided that such credit bid may only be made if the Discharge of First Lien Obligations has occurred or will occur concurrently as a result of a cash bid for such Collateral in addition to such credit bid); provided, however, in no event shall the bid pursuant to this Section 3.01(a)(v) be less than the amount in cash that would be necessary to purchase the First Lien Obligations pursuant to Section 3.01(d) hereof; (vi) the Second Lien Secured Parties shall be entitled to vote on any plan of reorganization, to the extent consistent with the provisions hereof; and (vii) subject to Section 3.02(a), the Second Lien Administrative Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period. (the actions described in clauses (i) through (vii) above being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Administrative Agent and the other Second Lien Secured Parties with respect to the Pari Passu Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action has occurred, to the extent of the Second Lien Obligations, and in accordance with the Second Lien Loan Documents and applicable law. (b) In exercising rights and remedies with respect to the Shared Collateral; provided, howeverthe First Lien Administrative Agent and the other First Lien Secured Parties 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 their sole and absolute discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Administrative Agent agrees to provide at least three (3) Business Days’ prior written notice to the Second Lien Administrative Agent of its intention to foreclose upon or Dispose of any Collateral. (c) The Second Lien Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Administrative Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Loan Documents. (d) Notwithstanding anything in this Agreement to the contrary, following the earliest to occur of (i) the Collateral Agent acceleration of the Pari Passu Obligations then outstanding under the First Lien Obligations with Credit Agreement, (ii) a First Lien Payment Default that has not been cured or waived by the largest outstanding aggregate principal amount First Lien Lenders within sixty (60) days of the occurrence thereof or (iii) the commencement of an Insolvency Proceeding, the Second Lien Secured Parties may, at their sole expense and effort, upon notice within thirty (30) days following such time acceleration, payment default or the commencement of an Insolvency Proceeding, as the case may be, to the First Lien Administrative Agent and the Company, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the “Controlling Pari Passu Agent”Assignment and Acceptance (as such term is defined in the First Lien Credit Agreement), all (but not less than all) may commence an Enforcement Action after of the passage of at least 120 days after the earlier of First Lien Obligations; provided that (x) the date on which the Controlling Pari Passu Agent declared the existence such assignment shall not conflict with any law, rule or regulation or order of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations any court or other Governmental Authority having jurisdiction, and (y) the date on Second Lien Secured Parties shall have paid to the First Lien Administrative Agent, for the account of the First Lien Secured Parties, in immediately available funds, an amount equal to 100% of the outstanding principal of the First Lien Obligations, plus all accrued and unpaid interest thereon plus all accrued and unpaid fees plus all other First Lien Obligations then outstanding (which shall include, with respect to (i) the Revolving Collateral Agent received notice from aggregate face amount of the Controlling Pari Passu Agent letters of such declaration of credit outstanding under the First Lien Credit Agreement, an Event of Default (the “Revolver Standstill Period”) amount in cash equal to 105% thereof, and (ii) the Collateral Agent obligations under any Lender Swap Agreement that constitute First Lien Obligations, 100% of the Pari Passu Lien aggregate Swap Obligations then due and owing thereunder). In addition, such purchasers shall have the right to assume any Lender Swap Agreement that has not been terminated by payment to the Swap Counterparty thereunder of an amount equal to 100% of the ▇▇▇▇-to-market value thereof, plus any Swap Obligations with respect thereto. In order to effectuate the second largest outstanding aggregate principal amount at such time (foregoing, the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after First Lien Administrative Agent shall calculate, upon the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration written request of the Revolver Standstill Period, if the Revolving Collateral Second Lien Administrative Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agentfrom time to time, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu amount in cash that would be necessary so to purchase the First Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared CollateralObligations. Notwithstanding the foregoing, (a) the First Lien Administrative Agent and the First Lien Secured Parties shall remain subject toretain any and all rights with respect to indemnification and other similar contingent obligations under the First Lien Loan Documents or any Lender Swap Agreement that are expressly stated to survive the termination of the First Lien Loan Documents or any Lender Swap Agreement. To exercise the foregoing purchase option, and bound bythe Second Lien Administrative Agent shall, all covenants or agreements made in this Agreementat the written direction of the Offerors, and (b) each Agent will agreedeliver a written notice to the First Lien Administrative Agent, on behalf of itself and its related secured partiesthe First Lien Secured Parties, which notice shall, subject to clause (e) of this Section 3.01, be deemed an irrevocable offer to the First Lien Secured Parties by such Offerors to purchase the First Lien Obligations on the terms set forth in this Section (the “Purchase Notice”). The parties shall close within twenty (20) Business Days after receipt of such Purchase Notice by the First Lien Administrative Agent (such period referred to as the “Purchase Period”). The Second Lien Administrative Agent shall endeavor to provide notice to the Company of such purchase promptly upon such closing; provided, however, the failure to give such notice shall not create any claim or cause of action on the part of the Company against the Second Lien Administrative Agent or any other party hereto for failing to give such notice for any reason whatsoever. Upon any such purchase, the First Lien Administrative Agent shall, upon the request of the purchasers of the First Lien Obligations, resign immediately as First Lien Administrative Agent, and such purchasers may elect or appoint a successor agent in accordance with the terms of the First Lien Loan Documents. (e) If the First Lien Administrative Agent or a First Lien Secured Party commences or continues any Enforcement Action in respect of any First Lien Collateral during a Purchase Period, and if the Second Lien Secured Parties who gave the Purchase Notice (the “Offerors”) decide, in the exercise of their reasonable good faith judgment that such Agent Enforcement Action will have or could reasonably be expected to have an adverse effect on the Collateral or on the value to the Offerors of the proposed purchase transaction, the Offerors may, by notice to the First Lien Administrative Agent, revoke their offer to purchase the First Lien Obligations, and its Related Secured Parties in such case the Offerors shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect have no further obligation to any Shared CollateralFirst Lien Secured Party in respect of such offer. (f) In furtherance of the foregoing Section 3.01(d), the First Lien Administrative Agent shall endeavor to deliver notice to the Second Lien Administrative Agent of any payment default under the First Lien Credit Agreement; provided that the First Lien Administrative Agent’s failure to give such notice under this Section 3.01(f) shall not create any claim or cause of action on the part of any Second Lien Secured Party against the First Lien Administrative Agent for any reason whatsoever.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, (A) the Second Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations and will also the Second Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement and (B) the Third Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Third Lien Obligations and the Third Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement; (ii) each of the Second Lien Collateral Agent and Third Lien Collateral Agent may take any action to perfect, preserve or protect the validity and enforceability of the Second Priority Liens and Third Priority Liens, respectively, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens and Third Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties and Third Lien Secured Parties 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 the Second Lien Secured Parties or Third Lien Secured Parties, respectively, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations and Third Lien Secured Parties, respectively, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) each of the Second Lien Collateral Agent, any Second Lien Secured Party, the Third Lien Collateral Agent and any Third Lien Secured Party may vote on a plan of reorganization; (v) each of the Second Lien Note Holders and the Third Lien Note Holders may accelerate the Second Lien Obligations and the Third Lien Obligations pursuant to the terms of the Second Lien Note Documents and the Third Lien Note Documents, respectively; and (vi) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions of the Second Lien Secured Parties described in this proviso being referred to herein as the “Second Lien Permitted Actions” and the actions of the Third Lien Secured Parties described in this proviso being referred to herein as the “Primary Third Lien Permitted Actions”). After the Discharge of First Lien Obligations and so long as the Discharge of Second Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right to determine enforce rights and exercise remedies (including any right of setoff) with respect to the time and method and place for exercising such right Collateral (including making determinations regarding the release, Disposition or remedy restrictions with respect to the Collateral), or conducting to commence or seek to commence any action or proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Third Lien Collateral Agent or any other Third Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Third Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Third Lien Obligations and the Third Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement; (ii) the Third Lien Collateral Agent may take any action to perfect, preserve or protect the validity and enforceability of the Third Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the Second Priority Liens or the rights of the Second Lien Collateral Agent or any other Second Lien Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Third Priority Liens provided in Section 3.04; (iii) the Third Lien Secured Parties 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 the Third Lien Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Third Lien Secured Parties, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) each of the Third Lien Collateral Agent and any Third Lien Secured Party may vote on a plan of reorganization; and (v) the Third Lien Note Holders may accelerate the Third Lien Obligations pursuant to the terms of the Third Lien Note Documents (the actions described in this proviso being referred to herein as the “Secondary Third Lien Permitted Actions” and, together with the Primary Third Lien Permitted Actions, the “Third Lien Permitted Actions”). Except for the Second Lien Permitted Actions, 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 Secured Parties with respect to the Pari Passu Collateral shall be to receive a share of the proceeds of the Collateral, if any, after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action has occurred and in accordance with the Second Lien Note Documents and applicable law. Except for the Third Lien Permitted Actions, unless and until the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has occurred, the sole right of the Third Lien Collateral Agent and the other Third Lien Secured Parties with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent shall be to receive a share of the Pari Passu Lien Obligations with proceeds of the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action Collateral, if any, after the passage Discharge of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu First Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent Discharge of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Second Lien Obligations has occurred and in accordance with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default Third Lien Note Documents and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateralapplicable law.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations and the Second Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement; (ii) the Second Lien Collateral Agent may take any action to perfect, preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties 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 the Second Lien Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03; (v) each of the Second Lien Collateral Agent and any Second Lien Secured Party may vote on a plan of reorganization; (vi) each of the Second Lien Lenders may accelerate the Second Lien Obligations pursuant to the terms of the Second Lien Loan Documents; and (vii) subject to Section 3.02(a) and Section 4.02, the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions of the Second Lien Secured Parties described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, 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 Secured Parties with respect to the Pari Passu Collateral shall be to receive a share of the proceeds of the Collateral, if any, after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action has occurred and in accordance with the Second Lien Loan Documents and applicable law. (b) Subject to the limitations set forth herein, including Section 3.01 (a) above, in exercising rights and remedies with respect to the Shared Collateral; provided, howeverthe First Lien Collateral Agent and the other First Lien Secured Parties may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, that (i) all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Collateral Agent agrees to provide at least five days’ prior written notice to the Second Lien Collateral Agent of its intention to foreclose upon or Dispose of any Collateral. (c) The Second Lien Collateral Agent, for itself and on behalf of the Pari Passu other Second Lien Obligations Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Secured Parties with respect to the largest Collateral as set forth in this Agreement and the other First Lien Loan Documents. (d) Notwithstanding anything in this Agreement to the contrary, following the acceleration of the Indebtedness then outstanding aggregate principal amount under the First Lien Credit Agreement (prompt notice of which shall be given by the First Lien Administrative Agent to the Second Lien Administrative Agent), the Second Lien Secured Parties may, at such time their sole expense and effort, upon notice to the Borrower and the First Lien Collateral Agent, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse, all (but not less than all) of the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of First Lien Obligations; provided that (x) the date on which the Controlling Pari Passu Agent declared the existence such assignment shall not conflict with any law, rule or regulation or order of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations any court or other Governmental Authority having jurisdiction, and (y) the date on which Second Lien Secured Parties shall have paid to the Revolving First Lien Collateral Agent received notice from Agent, for the Controlling Pari Passu Agent account of the First Lien Secured Parties, in immediately available funds, an amount equal to 100% of the principal of such declaration of an Event of Default (Indebtedness plus any premium plus all accrued and unpaid interest thereon plus all accrued and unpaid fees plus all the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu other First Lien Obligations with the second largest then outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; providedshall include, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateralaggregate face amount of the letters of credit outstanding under the First Lien Credit Agreement, an amount in cash equal to 105% thereof). Notwithstanding In order to effectuate the foregoing, (a) the Secured Parties First Lien Collateral Agent shall remain subject tocalculate, and bound byupon the written request of the Second Lien Collateral Agent from time to time, all covenants or agreements made the amount in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, cash that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect would be necessary to any Shared Collateralpurchase the First Lien Obligations.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of First Priority Payment Lien Obligations and Claims has not occurred, whether or not an any Insolvency or Liquidation Proceeding or Liquidation Sale has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Priority Agent and any Additional Agent on behalf of any Additional the other First Priority Payment Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding or Liquidation Sale), in each case, without any consultation with or the consent of the Second Priority Agent or any other Second Priority Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Priority Agent may file a proof of claim or statement of interest with respect to the Second Priority Claims; (ii) the Second Priority Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, PROVIDED that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Priority Agent or any other First Priority Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Priority Secured Parties may file any 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 Priority Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Priority Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(a); and (v) subject to Section 3.02(a), the Second Priority Agent and the other Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the "SECOND PRIORITY PERMITTED ACTIONS"). Except for the Second Priority Permitted Actions, unless and until the Discharge of First Priority Claims has occurred, the sole right of the Second Priority Agent and the other Second Priority Secured Parties with respect to the Pari Passu Lien Obligations may commence or maintain any Enforcement Action Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Priority Claims has occurred and in accordance with the Second Priority Debt Documents and applicable law. (b) In exercising rights and remedies with respect to the Shared Collateral; provided, howeverthe First Priority Agent and the other First Priority Secured Parties may enforce the provisions of the First Priority Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion, in accordance with the First Priority Debt Documents and applicable law. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under and in accordance with the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Priority Agent agrees that any Disposition of any Collateral shall be conducted in accordance with applicable law. The First Priority Agent agrees to provide at least ten Business Days' prior written notice to the Second Priority Agent of its intention to foreclose upon or Dispose of any Collateral. (ic) The Second Priority Agent, for itself and on behalf of the other Second Priority Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Priority Security Document or any other Second Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the First Priority Agent or the other First Priority Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Priority Debt Documents. (d) Notwithstanding anything in this Agreement to the contrary, upon and during the occurrence of a Triggering Event, the Second Priority Secured Parties may, at their sole expense and effort, upon notice from the Second Priority Agent to the Company and the First Priority Agent (which notice shall be irrevocable), require the First Priority Secured Parties to transfer and assign to the Second Priority Secured Parties, without warranty or representation or recourse, all (but not less than all) of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of First Priority Claims and First Priority Security Documents; PROVIDED that (x) the date on which the Controlling Pari Passu Agent declared the existence such assignment shall not conflict with any law, rule or regulation or order of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations any court or other Governmental Authority having jurisdiction, and (y) the date on which Second Priority Secured Parties shall have paid to the Revolving Collateral Agent received notice from First Priority Agent, for the Controlling Pari Passu Agent account of the First Priority Secured Parties, in immediately available funds, an amount equal to 100% of the principal of such declaration Indebtedness PLUS all accrued and unpaid interest thereon PLUS all accrued and unpaid fees (other than any fees that become due as a result of the prepayment of the loans and other advances under, or early termination of, the First Priority Debt Agreement (such fees are referred to hereinafter as "TERMINATION FEES")) PLUS all the other First Priority Claims then outstanding (which shall include, with respect to (i) the aggregate face amount of the Letters of Credit outstanding under the First Priority Debt Agreement, an Event of Default (the “Revolver Standstill Period”) amount in cash equal to 105% thereof, and (ii) each agreement that evidence any Bank Product Obligations, 100% of the aggregate amount of such First Priority Claims). In order to effectuate the foregoing, the First Priority Agent shall calculate, upon the written request of the Second Priority Agent from time to time, the amount in cash that would be necessary to purchase the First Priority Claims. If the right set forth in this Section 3.01(d) is exercised, (1) the parties shall endeavor to close promptly thereafter but in any event within ten Business Days of the request set forth in the first sentence of this Section 3.01(d), (2) such purchase of the First Priority Claims shall be exercised pursuant to documentation mutually acceptable to each of the First Priority Agent and the Second Priority Agent, and (3) such purchase of the First Priority Claims shall be made on a pro rata basis among the Second Priority Secured Parties giving notice to the Second Priority Agent of their intent to exercise the purchase option under this Section 3.01(d) according to such Second Priority Secured Parties' portion of the Second Priority Claims outstanding on the date of such purchase. Notwithstanding anything to the contrary herein, if, at any time following the consummation of such transfer and assignment and the occurrence of the Discharge of First Priority Claims and the Discharge of Second Priority Claims (other than the payment of any fees that become due as a result of the prepayment or termination of the Second Priority Claims and the payment of any principal amount of the Second Priority Claims in excess of the Maximum Second Priority Indebtedness Amount), the Second Priority Secured Parties recover any Termination Fees prior to the first anniversary of the date of such transfer and assignment is consummated, they shall turn over such fees to First Priority Secured Parties in the form and to the extent received. In the event that any one or more of the Second Priority Secured Parties exercises the purchase option set forth in this Section 3.01 (d) (the "PURCHASE OPTION"), (A) the First Priority Agent shall have the right, but not the obligation, to immediately resign under the First Lien Debt Documents upon the closing of such purchase, (B) the purchasing Second Priority Secured Parties shall have the right, but not the obligation, to require the First Priority Agent to immediately resign under the First Lien Debt Documents upon the closing of such purchase, and (C) the First Priority Agent shall take such action with respect to the Collateral in an Insolvency or Liquidation Proceeding as may be reasonably requested in good faith and in writing by the Second Priority Agent (on behalf of the Pari Passu Lien Obligations purchasing Second Priority Secured Parties) until the closing of such purchase (but in no event later than 10 Business Days after the delivery of notice set forth in the first sentence of this Section 3.01(d)); PROVIDED, HOWEVER, (1) if First Priority Agent so requests, it shall first be indemnified to its reasonable satisfaction from the Second Priority Agent and the purchasing Second Priority Secured Parties against any and all liability, loss and expense that may be incurred by it by reason of taking or continuing to take, or refraining from taking, any such action, (2) First Priority Agent shall not be required to take any action that, in the determination of First Priority Agent, is not permitted under the First Priority Debt Documents or applicable law or will result in liability to First Priority Agent or any of the First Priority Secured Parties, (3) unless and until First Priority Agent has received any such written request or indemnification, the First Priority Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Insolvency or Liquidation Proceeding as it shall deem advisable or as the First Priority Secured Parties shall so direct, and (4) the First Priority Agent shall have the right, but not the obligation, to appoint the Second Priority Agent or any purchasing Second Priority Secured Party, as its agent for the purposes of taking any action requested by the Second Priority Agent pursuant to this clause (C). For the avoidance of doubt, the First Priority Agent hereby agrees, for itself and on behalf of the other First Priority Secured Parties, that the First Priority Secured Parties will not agree to any amendment or other modification of any provision of the First Priority Debt Documents (including, but not limited to, Section 13.1 of the Credit Agreement) that would prohibit, limit or otherwise restrict the right of the Second Priority Secured Parties from exercising the Purchase Option. (e) So long as the Discharge of First Priority Claims has occurred and the Discharge of Second Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or Liquidation Sale, the Second Priority Agent and the other Second Priority Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to 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 or Liquidation Sale), in each case, without any consultation with or the consent of any Person that holds Excess Claims; PROVIDED that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, any such Person may file a proof of claim or statement of interest with respect to the Excess Claims; (ii) any such Person may take any action to preserve or protect the validity and enforceability of the Liens that would have constituted First Priority Liens but for the fact that such Liens secure Excess Claims, PROVIDED that no such action is, or could reasonably be expected to be, (A) adverse to the Second Priority Liens or the rights of the Second Priority Agent or any other Second Priority Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the second largest outstanding aggregate principal amount at terms of this Agreement, including the automatic release of such time Liens provided in Section 3.05; (iii) any such Person may file any 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 “Non-Controlling Pari Passu Agent”disallowance of the claims of such Person, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Excess Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) any such Person may commence an Enforcement Action exercise rights and remedies as unsecured creditors, as provided in Section 3.03(b) (theactions described in this proviso being referred to herein as the "EXCESS CLAIMS PERMITTED ACTIONS"). Except for the Excess Claims Permitted Actions, unless and until the Discharge of Second Priority Claims has occurred, the sole right of any Person holding Excess Claims with respect to the Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the passage occurrence of at least 150 days after the earlier Discharge of First Priority Claims and the Discharge of the Second Priority Claims (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all PROVIDED that the principal amount of such Pari Passu Lien Obligations the Second Priority Claims shall be limited to the Maximum Second Priority Indebtedness Amount) and in accordance with the agreements, instruments and other documents evidencing or governing the Excess Claims and applicable law. (yf) the date on which the Revolving Collateral Agent In exercising rights and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action remedies with respect to the Shared Collateral. Notwithstanding , the foregoingSecond Priority Agent and the other Second Priority Secured Parties may enforce the provisions of the Second Priority Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion, in each case, to the extent that such enforcement or exercise is not otherwise prohibited by clauses (a) through (d) of this Section 3.01. Such exercise and enforcement shall, in each case, to the Secured Parties extent that such enforcement or exercise is not otherwise prohibited by clauses (a) through (d) of this Section 3.01, include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The Second Priority Agent agrees to provide at least ten Business Days' prior written notice to the First Priority Agent of its intention to foreclose upon or Dispose of any Collateral; PROVIDED, HOWEVER, that the failure to give any such notice shall remain subject tonot in any way limit its ability to foreclose upon or Dispose of any Collateral to the extent that such foreclosure is not otherwise prohibited by clauses (a) through (d) of this Section 3.01. (g) The First Priority Agent, for itself and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself the other First Priority Secured Parties, hereby acknowledges and its related secured partiesagrees that no covenant, agreement or restriction contained in any agreement, instrument or other document that such evidences or governs any Excess Claims (other than the provisions of this Agreement that inure to the benefit of the First Priority Secured Parties) shall be deemed to restrict in any way the rights and remedies of the Second Priority Agent and its Related or the other Second Priority Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateralthe Collateral as set forth in this Agreement and the other Second Priority Debt Documents.

Exercise of Rights and Remedies. At any time prior (a) Subject to the terms of this Agreement, until the Discharge of Priority Payment the First Lien Obligations and whether or not an Insolvency Proceeding has commenced by or against occurs, the Borrower or any First Lien Collateral Agent shall be entitled to deal with the Shared Collateral Documents upon the instruction of the Pulitzer Entities that own Shared Collateral, (A) First Lien Administrative Agent in accordance with the Revolving terms of the First Lien Credit Documents as if the Liens of the Second Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment under the Second Lien Obligations shall have the exclusive right to exercise any right or remedy with respect to any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Secured Parties with respect to the Pari Passu Lien Obligations may commence or maintain any Enforcement Action with respect to the Shared Collateral; providedDocuments did not exist, however, that except that: (i) the First Lien Collateral Agent may not foreclose on any Mortgage which covers any real property Collateral located in the state of California or in any other jurisdiction that has anti-deficiency laws similar to California Code of Civil Procedure ss.726, without the consent of the Pari Passu Second Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Collateral Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and ; (ii) the First Lien Collateral Agent may not release any Liens on any Collateral covered by the Shared Collateral Documents without the consent of the Pari Passu Second Lien Obligations Collateral Agent, except as expressly set forth in this Agreement; (iii) upon the termination of a Standstill Period, the Second Lien Collateral Agent, on instruction of the Paying Agent, may direct the Shared Lien Collateral Agent, and the Shared Lien Collateral Agent agrees, to act in order to exercise the rights and remedies of the Second Lien Collateral Agent in accordance with Section 3 hereto; and (iv) At any time that the second largest outstanding aggregate principal amount Shared Lien Collateral Agent, in such capacity, exercises rights and remedies against Collateral pursuant to the Shared Collateral Documents upon direction of the First Lien Collateral Agent pursuant to instruction from the First Lien Administrative Agent, the Shared Lien Collateral Agent shall be indemnified by the Grantors and the First Lien Lenders as provided in Section 10.03 of the First Lien Credit Agreement to the same extent that the First Lien Collateral Agent is indemnified by the Grantors and the First Lien Lenders thereunder. In furtherance hereof, First Lien Administrative Agent agrees that Shared Lien Collateral Agent is an acknowledged third party beneficiary of the indemnification provided to the First Lien Collateral Agent under Section 10.03 of the First Lien Credit Agreement. (v) At any time that the Shared Lien Collateral Agent, in such capacity, exercises rights and remedies against Collateral pursuant to the Shared Collateral Documents upon direction of the Second Lien Collateral Agent pursuant to instruction from the Paying Agent, the Shared Lien Collateral Agent shall be entitled to indemnification by the Grantors and Second Lien Lenders as provided in Section 10.03 of the Second Lien Credit Agreement to the same extent that the Second Lien Collateral Agent is indemnified by the Grantors and the Second Lien Lenders thereunder. In furtherance hereof, the Paying Agent agrees that the Shared Lien Collateral Agent is an acknowledged third party beneficiary of the indemnification provided to the Second Lien Collateral Agent under Section 10.03 of the Second Lien Credit Agreement. (b) The rights of the Second Lien Collateral Agent shall at such time (times be subject to the “Non-Controlling Pari Passu terms of this Agreement and to the First Lien Collateral Agent”) may commence an Enforcement Action after 's rights under the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu First Lien Obligations and (y) the date on which the Revolving Credit Documents. First Lien Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Second Lien Collateral Agent or any other Collateral Agent on behalf each agree that each provision of any Additional Priority Payment Lien Obligations commences an Enforcement Actionthis Agreement, neither the Controlling Pari Passu Agentincluding without limitation Sections 4, the Non-Controlling Pari Passu Agent or any other Collateral Agent 5 and 6 of any Pari Passu Lien Obligations this Agreement, shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect apply to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound byCollateral Documents, all covenants or agreements made in this Agreement, Mortgages and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateralall Accounts.

Exercise of Rights and Remedies. At any time prior (a) Until the earliest to the Discharge occur of Priority Payment Lien Obligations and whether or not an Insolvency Proceeding has commenced by or against the Borrower or any of the Pulitzer Entities that own Shared Collateral, following: (Ai) the Revolving Collateral Senior Discharge Date; (ii) receipt by the Indenture Agent of written notice from the Administrative Agent that any Enforcement Action has been completed in consequence of which the Administrative Agent consents to the Indenture Agent commencing any Enforcement Action; or (iii) the later of (x) 180 days after the declaration by the Administrative Agent or the Indenture Agent (the “declaring agent”) of an Event of Default in consequence of which the declaring agent has given written notice to the other Representative that the Indenture Obligations or the First Priority Claims of the Grantors owed to such agent’s Secured Parties are then immediately due and any Additional Agent on behalf payable (whether by acceleration or otherwise; unless: (1) the declaring agent, with the consent of any Additional Priority Payment Lien Obligations shall have its requisite required lenders or Note Holders, as applicable, has entered into a forbearance agreement with the exclusive right to exercise any right or remedy Grantors with respect to any Shared Collateral and will also have such Event of Default, (2) the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Secured Parties with respect to the Pari Passu Lien Obligations may commence or maintain any Administrative Agent is diligently pursuing an Enforcement Action with respect to all or a material portion of the Shared Collateral; provided, however, that Credit Facility Collateral or (i3) the Collateral Agent acceleration of the Pari Passu Lien applicable Indenture Obligations with or First Priority Claims by the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and declaring agent has been rescinded); or (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent Administrative Agent, for a period of thirty (30) days or more, has ceased to diligently pursue such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent Enforcement Action against all or a material portion of the Pari Passu Lien Obligations with Credit Facility Collateral, whether or not any Insolvency Proceeding has been commenced; the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Administrative Agent and the Controlling Pari Passu Agent received notice from Credit Facility Secured Parties shall have the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or exclusive right to take any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Credit Facility Collateral. Notwithstanding , in each case, without any consultation with or the foregoing, (a) consent of the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Indenture Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any other Indenture Secured Party; provided, that, the 180 day and 30 day periods referenced in clause (iii) above may be tolled if the Administrative Agent is prohibited from undertaking any Enforcement Action due to (and during the pendency of) any stay or other order prohibiting the exercise of remedies with respect to the Credit Facility Collateral that has been entered by a court of competent jurisdiction. Notwithstanding the foregoing, the Indenture Secured Parties may: (1) in any Shared Insolvency Proceeding, file a claim, proof of claim or statement of interest with respect to the Indenture Obligations; provided, that, in the event the Indenture Agent has failed to file any such proof of claim or statement of interest within five (5) days prior to the bar date applicable to such claim, the Administrative Agent may (but shall not be obligated to) file any such proof of claim or statement of interest on behalf of the Indenture Agent and the Indenture Secured Parties; provided, further, that, (A) if the Administrative Agent files any such proof of claim as contemplated above and the Indenture Secured Parties shall subsequently timely file a proper proof of claim in such Insolvency Proceeding, such subsequent proper proof of claim filed by the Indenture Secured Parties shall supersede any such proof of claim theretofore filed by the Administrative Agent on behalf of the Indenture Agent and the Indenture Secured Parties and such proof of claim theretofore filed by the Administrative Agent on behalf of the Indenture Agent and the Indenture Secured Parties shall thereupon be deemed to be withdrawn, and (B) the foregoing provisions of this clause (1) shall not be construed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Indenture Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Indenture Obligations; (2) take any action to create, perfect, preserve or protect the validity and enforceability of the Junior Liens; provided, that no such action is, or could reasonably be expected to be, (A) adverse to the priority, validity or enforceability status of the Senior Liens or the rights of the Administrative Agent or any other Credit Facility Secured Party to exercise remedies in respect thereof or (B) inconsistent with the terms of this Intercreditor Agreement, including, without limitation, the automatic release of Junior Liens provided for in Section 3.04; (3) file any 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 Indenture Secured Parties, including any claims secured by the Credit Facility Collateral, or otherwise make any agreements or file any motions pertaining to the Indenture Obligations, in each case, to the extent not inconsistent with the terms of this Intercreditor Agreement; (4) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Credit Facility Collateral initiated by the Administrative Agent to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the exercise of remedies by the Administrative Agent (it being understood that neither the Indenture Agent nor any Indenture Secured Party shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); (5) engage consultants, valuation firms, investment bankers, and perform or engage third parties to perform audits, examinations and appraisals of the Credit Facility Collateral for the sole purpose of valuing the Credit Facility Collateral and not for the purpose of marketing or conducting a disposition of such Credit Facility Collateral; provided, however, that the Indenture Secured Parties shall not take any of the foregoing actions if they would interfere with the exercise of remedies by the Administrative Agent; (6) vote on any plan of reorganization, file any proof of claim, or make any other filings or motions that are, in each case, not inconsistent with the terms of this Intercreditor Agreement, with respect to the Indenture Obligations and the Credit Facility Collateral; (7) file and pursue a lawsuit against the Administrative Agent and/or any Credit Facility Lender for breach or non-performance of any payment obligations pursuant hereto; (8) impose the default interest (and interest on interest) under the Indenture; and (9) exercise rights and remedies as unsecured creditors to the extent (and only to the extent) provided in Section 3.03 (the actions described in clauses (a)(1) through (a)(9) above of this Section 3.01 being referred to herein as the “Permitted Enforcement Actions”). Except for the Permitted Enforcement Actions, unless and until the Standstill Period has expired), the sole rights of the Indenture Agent and the other Indenture Secured Parties with respect to the Credit Facility Collateral shall be to enforce the terms of this Intercreditor Agreement and receive such Credit Facility Collateral (or the proceeds thereof), if any, remaining after the Senior Discharge Date has occurred (to the extent (and only to the extent) required by the Indenture Documents). NOTHING IN THIS SECTION 3.01(a) OR OTHERWISE IN THIS INTERCREDITOR AGREEMENT SHALL LIMIT, WAIVE, DIMINISH, DELAY, FORBEAR, RELEASE, RELINQUISH, TERMINATE, SURRENDER, SUBORDINATE, SUSPEND, OR OTHERWISE IMPAIR ANY OF THE INDENTURE SECURED PARTIES’ RIGHTS AND REMEDIES UNDER THE INDENTURE DOCUMENTS, APPLICABLE LAW, OR OTHERWISE AGAINST ANY INDENTURE OBLIGOR THAT IS NOT A GRANTOR OR AGAINST THE INDENTURE COLLATERAL, AND THE PRODUCTS AND PROCEEDS THEREOF ALL OF WHICH RIGHTS AND REMEDIES ARE HEREBY EXPRESSLY RESERVED AND AFFIRMED. After the expiration of the Standstill Period, the Indenture Agent may take any Enforcement Action including any Disposition with respect to the Credit Facility Collateral; provided that the Indenture Agent shall provide notice to the Administrative Agent of its election to take such Enforcement Action. In the event of any Disposition of the Credit Facility Collateral, the Administrative Agent and the Credit Facility Secured Parties shall (i) upon the request of the Indenture Agent with respect to such Credit Facility Collateral, and concurrent with such Disposition, release or otherwise terminate its Liens on such Credit Facility Collateral (it being understood that the Credit Facility Secured Parties shall still, subject to this Intercreditor Agreement, have a security interest with respect to the proceeds of such Credit Facility Collateral) and (ii) deliver such terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release and take such further actions as the Indenture Secured Parties may reasonably require in connection therewith; provided, that the Indenture Liens and security interest on such Credit Facility Collateral that is subject to such Disposition are concurrently released or terminated and the Indenture Agent shall have provided to the relevant Indenture Obligors comparable terminations of financing statements, partial lien releases, mortgage satisfactions and discharges, endorsements, assignments or other instruments of transfer, termination or release and, subject to and in accordance with Section 4.01, the Indenture Agent shall cause to be paid and/or delivered directly to the Credit Facility Agent all proceeds of any such Disposition of Credit Facility Collateral. (b) In exercising rights and remedies with respect to the Credit Facility Collateral, the Administrative Agent and the other Credit Facility Secured Parties may enforce the provisions of the Credit Facility Security Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include, without limitation, the rights of an agent appointed by them to Dispose of Credit Facility Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code in effect in any jurisdiction, the Bankruptcy Code or any other Bankruptcy Law, with respect to such Collateral. The Administrative Agent agrees, unless it is unable or impractical to do so in order to preserve the value of the Credit Facility Collateral (as reasonably determined by the Administrative Agent) or the rights and remedies of the Credit Facility Secured Parties therein, to provide at least seven (7) Business Days’ prior written notice to the Indenture Agent of its intention to take any Enforcement Action with respect to the Credit Facility Collateral; provided, however, that the failure to give any such notice shall not in any way limit its ability hereunder to take any such Enforcement Action. (c) The Indenture Agent, for itself and on behalf of the other Indenture Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Indenture Security Agreement or any other Indenture Document shall be deemed to prohibit, restrain or otherwise restrict in any way the rights and remedies of the Administrative Agent or the other Credit Facility Secured Parties with respect to the Credit Facility Collateral as set forth in this Intercreditor Agreement and the other Credit Facility Documents.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment Lien Super Senior Secured Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of Super Senior Representative and the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment Lien Obligations other Super Senior Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence and maintain or seek to maintain any Enforcement Action, in each case, without any consultation with or the consent of the First Lien Representative or any other First Lien Secured Party;provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, any First Lien Secured Party may file a proof of claim or statement of interest with respect to the First Lien Secured Obligations and vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition or extension), in each case, to the extent not in contravention of the terms of this Agreement;provided that no First Lien Secured Party shall be a petitioning creditor or otherwise make any filing or take any action (or join any other Person in making any filing or taking any action) to commence any Insolvency or Liquidation Proceeding; (ii) the First Lien Representative may take any action to preserve or protect the validity, enforceability and perfection of the First Priority Liens (but not to enforce such Liens), provided that no such action is, or could reasonably be expected to be, (A) adverse to the Super Priority Liens or the rights of the Super Senior Representative or any other Super Senior Secured Party to exercise remedies in respect thereof or (B) otherwise in contravention of the terms of this Agreement, including the automatic release of the First Priority Liens provided in Section 3.04; (iii) the First Lien Secured Parties may file any 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, subordination or recharacterization of the claims of any of the First Lien Secured Parties, including any claims secured by the Collateral, or the avoidance or subordination of any First Priority Lien (other than pursuant to the terms of this Agreement) or otherwise make any agreements or file any motions pertaining to the First Lien Secured Obligations or the First Priority Liens, in each case, to the extent not in contravention of the terms of this Agreement; (iv) the First Lien Secured Parties may exercise rights and remedies available to unsecured creditors to the extent (and only to the extent) provided in Section 3.03; (v) the First Lien Secured Parties may join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the Super Senior Representative, to the extent that such action does not, and could not reasonably be expected to, materially interfere with any Enforcement Action by the Super Senior Secured Parties and otherwise is not in contravention of the terms of this Agreement, it being further agreed that no First Lien Secured Party may receive any Proceeds thereof unless expressly permitted herein; (vi) the First Lien Secured Parties may bid for or purchase any Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the Super Senior Representative, 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 First Lien Secured Obligations unless the proceeds of such bid are otherwise sufficient to cause the Discharge of Super Senior Secured Obligations; (vii) subject to Section 3.02(a), the First Lien Representative and the other First Lien Secured Parties may commence or seek to commence, and maintain or seek to maintain, any Enforcement Action after the termination of the Standstill Period; (viii) the First Lien Representative may inspect or appraise the Collateral so long as such actions do not interfere with, hinder or delay, in any manner, any enforcement or exercise of any rights or remedies of the Super Senior Secured Parties under the Super Senior Loan Documents or this Agreement and otherwise are not in contravention of the terms of this Agreement;(ix) the First Lien Secured Parties may seek or commence an action to obtain specific performance or injunctive relief to compel a Grantor to comply with the delivery of financial information, the further assurances regarding perfection of Liens and the maintenance of insurance covenants under the First Lien Loan Documents, to the extent such action is not an Enforcement Action, does not seek to enjoin a Disposition of Collateral consented to or approved by the Super Senior Representative and otherwise is not in contravention of the terms of this Agreement; (x) the First Lien Secured Parties may accelerate the Indebtedness under the First Lien Loan Documents in accordance with the terms thereof; and (xi) the First Lien Secured Parties may take any action or exercise any right or remedy with respect to any Shared Collateral the extent (and will also have only to the exclusive extent) provided in Article VI (the permitted actions described in clauses (i) through (xi) are collectively referred to herein as the “First Lien Permitted Actions”). Except for the First Lien Permitted Actions and as set forth in Section 3.06, unless and until the Discharge of Super Senior Secured Obligations has occurred, the sole right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the First Lien Representative and the other First Lien Secured Parties with respect to the Pari Passu Collateral shall be to receive the Proceeds of the Collateral, if any, remaining after the Discharge of Super Senior Secured Obligations has occurred and in accordance with the First Lien Obligations may commence or maintain any Enforcement Action Loan Documents and applicable law. (a) In exercising rights and remedies with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent Super Senior Representative and the other Super Senior Secured Parties may enforce the provisions of the Pari Passu Lien Obligations with Super Senior Loan Documents, exercise remedies thereunder and under applicable law and take other Enforcement Actions, all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence rights of an Event agent appointed by them to Dispose of Default Collateral upon foreclosure, to incur expenses in connection with any such Disposition and demanded the repayment of to exercise all the principal amount rights and remedies of such Pari Passu Lien Obligations and (y) a secured creditor under the date on which Uniform Commercial Code, the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent Bankruptcy Code or any other Collateral Agent Bankruptcy Law or any other applicable law. (b) The First Lien Representative, for itself and on behalf of the other First Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Additional Priority Payment First Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent Security Document or any other Collateral Agent First Lien Loan Document shall be deemed to restrict in any way the rights and remedies of any Pari Passu Lien Obligations shall commence the Super Senior Representative or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action Super Senior Secured Parties with respect to the Shared Collateral. Notwithstanding Collateral as set forth in this Agreement and the foregoing, other Super Senior Loan Documents. (ac) [Reserved]. (d) The Super Senior Representative shall provide to the Secured Parties shall remain subject toFirst Lien Representative, and bound bythe First Lien Representative shall provide to the Super Senior Representative, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf reasonable prior notice of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateralinitial material Enforcement Action.

Exercise of Rights and Remedies. At any time prior to Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties: (a) will not, so long as the Discharge of Priority Payment First Lien Obligations and whether Debt (other than the First Lien Debt Excess) has not occurred, enforce or not an Insolvency Proceeding has commenced by exercise, or against the Borrower seek to enforce or exercise, any of the Pulitzer Entities that own Shared Collateral, rights or remedies (A) the Revolving Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment Lien Obligations shall have the exclusive right to exercise including any right of setoff or remedy notification of account debtors) with respect to any Shared Collateral and will also have (including the exclusive enforcement of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to determine the time and method and place for exercising such right which Second Lien Agent or remedy any other Second Lien Secured Party is a party) or conducting commence or join with any Person (other than First Lien Agent) in commencing, or filing a petition for, any action or proceeding with respect thereto to such rights or remedies (including any such enforcement or exercise in any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding); provided, that, subject at all times to the provisions of Section 4 of this Intercreditor Agreement, Second Lien Agent may enforce or exercise any or all such rights and remedies, or commence or petition for any such action or proceeding, after a period ending (Bi) none of the Secured Parties with respect to any Second Lien Non-Payment Default, the Pari Passu date which is one hundred eighty (180) days after the receipt by First Lien Obligations may commence Agent of a Second Lien Default Notice from the Second Lien Agent declaring, in writing, the occurrence of such Second Lien Non-Payment Default or maintain any Enforcement Action (ii) with respect to any Second Lien Payment Default, the Shared Collateral; provided, however, that date which is one hundred twenty (i120) the Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier receipt by First Lien Agent of (x) a Second Lien Default Notice from the date on which Second Lien Agent declaring, in writing, the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount occurrence of such Pari Passu Second Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Payment Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent ); provided, that, as of the Pari Passu expiration of the Standstill Period, the applicable Second Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded that was the repayment subject of all the principal amount Second Lien Default Notice received by First Lien Agent which commenced the applicable Standstill Period remains uncured, unremedied or unwaived as of such Pari Passu Lien Obligations and (y) the date on which expiration of the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of DefaultStandstill Period; provided, further, however, that, notwithstanding the expiration of the Revolver Standstill PeriodPeriod or anything herein to the contrary, if the Revolving Collateral in no event shall Second Lien Agent or any other Collateral Agent on behalf of Second Lien Secured Party enforce or exercise any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateral, or commence or petition for any such action or proceeding (including the taking such enforcement or exercise in any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), if First Lien Agent or any other First Lien Secured Party shall have commenced, prior to the expiration of the Standstill Period, a Lien Enforcement Action and shall be pursuing the same in good faith (including, without limitation, any of the following, if undertaken and pursued to consummate the sale of such Collateral within a commercially reasonable time: solicitation of bids from third parties to conduct the liquidation of all or any material portion of the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of the Collateral, the notification of account debtors to make payments to First Lien Agent or its agents, the initiation of any action to take possession of all or any material portion of the Collateral or the commencement of any legal proceedings or actions against or with respect to all or any material portion of the Collateral); (b) will not contest, protest or object to any Lien Enforcement Action brought by First Lien Agent or any other First Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party of any rights or remedies relating to the Collateral under the First Lien Documents or otherwise, so long as the Liens of Second Lien Agent attach to the proceeds thereof subject to the relative priorities set forth in Section 2.2 and such actions or proceedings are being pursued in good faith; (c) will not object to the forbearance by First Lien Agent or the other First Lien Secured Parties from commencing or pursuing any Lien Enforcement Action or any other enforcement or exercise of any rights or remedies with respect to any of the Collateral; (d) will not, so long as the Discharge of First Lien Debt (other than the First Lien Debt Excess) has not occurred and except for actions permitted under Sections 3.1(a) above, take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award or any condemnation award (or deed in lieu of condemnation); (e) will not take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the First Lien Documents, including any sale or other disposition of any Collateral, whether by foreclosure or otherwise and acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Document shall be deemed to restrict in any way the rights and remedies of First Lien Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Intercreditor Agreement and the First Lien Documents; (f) will not object to the manner in which First Lien Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Debt or the Liens of such First Lien Secured Party, regardless of whether any action or failure to act by or on behalf of First Lien Agent or any other First Lien Secured Party is, or could be, adverse to the interests of the Second Lien Secured Parties, and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (f); provided, that, at all times First Lien Agent is acting in good faith; and (g) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any First Lien Debt or any Lien of First Lien Agent or this Intercreditor Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Intercreditor Agreement. Notwithstanding anything to the contrary set forth in this Section 3.1 or elsewhere in this Intercreditor Agreement, the Second Lien Secured Parties shall at all times be permitted to take any Permitted Second Lien Action against any Grantor.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Lien Administrative Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to exercise (i) commence and maintain any right Enforcement Action (including rights to set-off or remedy credit bid), (ii) subject to Section 3.04, make determinations regarding the release or Disposition of, or restrictions with respect to, the Collateral, and (iii) otherwise enforce the rights and remedies of a secured creditor under the UCC and Bankruptcy Laws of any applicable jurisdiction, so long as any proceeds received by the First Lien Administrative Agent in excess of those necessary to achieve Discharge of First Lien Obligations are distributed in accordance with the UCC and applicable law, subject to the relative priorities described in Section 2.01, without any consultation with or the consent of the Second Lien Administrative Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency Proceeding, the Second Lien Administrative Agent and any Second Lien Secured Party may file a proof of claim or statement of interest with respect to the Second Lien Obligations; (ii) the Second Lien Administrative Agent may take any Shared action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Administrative Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any 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 any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and will also have remedies as unsecured creditors, as provided in Section 3.03; (v) the exclusive right to determine the time and method and place Second Lien Secured Parties may (A) present a cash bid for exercising such right Collateral or remedy purchase Collateral for cash at any Section 363 hearing or conducting at any proceeding with respect thereto public or judicial foreclosure sale and (B) none credit bid for Collateral pursuant to Section 363(k) of the Bankruptcy Code (provided that such credit bid may only be made if the Discharge of First Lien Obligations has occurred or will occur concurrently as a result of a cash bid for such Collateral in addition to such credit bid); provided, however, in no event shall the bid pursuant to this Section 3.01(a)(v) be less than the amount in cash that would be necessary to purchase the First Lien Obligations pursuant to Section 3.01(d) hereof; (vi) the Second Lien Secured Parties shall be entitled to vote on any plan of reorganization, to the extent consistent with the provisions hereof; and (vii) subject to Section 3.02(a), the Second Lien Administrative Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period, including, without limitation, the right to require the Master General Partner to immediately withdraw its ownership interest in any or all of the Participating Partnerships in the form of a working interest in the production from the Oil and Gas Properties of such Participating Partnerships and (A) deliver such Mortgages or other Security Instruments or documents as required under Section 8.13(f) of the Second Lien Credit Agreement and (B) execute a novation, amendment or agreement to reflect that the MGP Volumes shall no longer be secured by the Designated Partnership Hedge Facility; (the actions described in clauses (i) through (vii) above being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Administrative Agent and the other Second Lien Secured Parties with respect to the Pari Passu Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action has occurred and in accordance with the Second Lien Loan Documents and applicable law. (b) In exercising rights and remedies with respect to the Shared Collateral; provided, howeverthe First Lien Administrative Agent and the other First Lien Secured Parties 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 their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Administrative Agent agrees to provide at least five days’ prior written notice to the Second Lien Administrative Agent of its intention to foreclose upon or Dispose of any Collateral. (c) The Second Lien Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that (i) no covenant, agreement or restriction contained in any Second Lien Security Instrument or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Administrative Agent or the other First Lien Secured Parties with respect to the Collateral Agent as set forth in this Agreement and the other First Lien Loan Documents and (ii) the rights of any First Lien Secured Party to enforce any provision of this Agreement or any First Lien Loan Document will not be prejudiced or impaired by (A) any act or failure to act of any Grantor, any other First Lien Secured Party or the First Lien Administrative Agent, or (B) noncompliance by any Person other than such First Lien Secured Party with any provision of this Agreement, any First Lien Loan Document or any Second Lien Loan Document. (d) Notwithstanding anything in this Agreement to the contrary, following the earliest to occur of (i) the acceleration of the Pari Passu Indebtedness then outstanding under the First Lien Obligations with Credit Agreement, (ii) a payment default under the largest outstanding aggregate principal amount First Lien Credit Agreement that has not been cured within sixty (60) days of the occurrence thereof or (iii) the commencement of an Insolvency Proceeding, the Second Lien Secured Parties may, at their sole expense and effort, upon notice within thirty (30) days following such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the acceleration, passage of at least 120 days after time following a payment default without cure or the earlier commencement of an Insolvency Proceeding, as the case may be, to the First Lien Administrative Agent and the Borrower, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)), all (but not less than all) of the First Lien Obligations; provided that (x) the date on which the Controlling Pari Passu Agent declared the existence such assignment shall not conflict with any law, rule or regulation or order of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations any court or other Governmental Authority having jurisdiction, and (y) the date on Second Lien Secured Parties shall have paid to the First Lien Administrative Agent, for the account of the First Lien Secured Parties, in immediately available funds, an amount equal to 100% of the principal of the First Lien Obligations plus all accrued and unpaid interest thereon plus all accrued and unpaid fees and expenses plus all the other First Lien Obligations then outstanding (which shall include, with respect to (i) the Revolving Collateral Agent received notice from aggregate face amount of the Controlling Pari Passu Agent letters of such declaration of credit outstanding under the First Lien Credit Agreement, an Event of Default (the “Revolver Standstill Period”) amount in cash equal to 105% thereof, and (ii) the Collateral Agent Lender Swap Agreements that constitute First Lien Obligations, 105% of the Pari Passu aggregate Credit Exposure). In order to effectuate the foregoing, the First Lien Administrative Agent shall calculate, upon the written request of the Second Lien Administrative Agent from time to time, the amount in cash that would be necessary so to purchase the First Lien Obligations. Each First Lien Secured Party will retain all rights to indemnification provided by the Borrower in the relevant First Lien Loan Documents for all claims and other amounts relating to periods prior to the purchase of the First Lien Obligations pursuant to this Section 3.01. For the avoidance of doubt, the Second Lien Administrative Agent (on behalf of itself and the other Second Lien Secured Parties) hereby acknowledges and agrees that (A) the obligations of the First Lien Secured Parties to sell their respective First Lien Obligations under this Section 3.01(d) are several and not joint and several, (B) to the extent any First Lien Secured Party breaches its obligation to sell its First Lien Obligations under this Section 3.01(d) (a “Defaulting First Lien Secured Party”), nothing in this Section 3.01(d) shall be deemed to require the First Lien Administrative Agent or any other First Lien Secured Party to purchase such Defaulting First Lien Secured Party’s First Lien Obligations for resale to the Second Lien Secured Parties and (C) in all cases, the First Lien Administrative Agent and each First Lien Secured Party complying with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”terms of this Section 3.01(d) may commence an Enforcement Action after the passage shall not be deemed to be in default of at least 150 days after the earlier this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting First Lien Secured Party; provided that nothing in this last sentence of this Section 3.01(d) shall (x) require the date on which Second Lien Secured Parties to purchase less than all of the Non-Controlling Pari Passu Agent declared First Lien Obligations or (y) prohibit the existence Second Lien Secured Parties from purchasing less than all of the First Lien Obligations if a First Lien Secured Party becomes a Defaulting First Lien Secured Party. (e) Notwithstanding anything in this Agreement to the contrary, following the earliest to occur of (i) the acceleration of the Indebtedness then outstanding under the First Lien Credit Agreement, (ii) a payment default under the First Lien Credit Agreement that has not been cured within sixty (60) days of the occurrence thereof or (iii) the commencement of an Event Insolvency Proceeding, the First Lien Secured Parties may, at their sole expense and effort, upon notice within thirty (30) days following such acceleration, passage of Default time following a payment default without cure or the commencement of an Insolvency Proceeding, as the case may be, to the Second Lien Administrative Agent and demanded the repayment Borrower, require the Second Lien Secured Parties to transfer and assign to the First Lien Secured Parties, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the Second Lien Credit Agreement)), all (but not less than all) of all the principal amount Second Lien Obligations; provided that (x) such assignment shall not conflict with any law, rule or regulation or order of such Pari Passu Lien Obligations any court or other Governmental Authority having jurisdiction, and (y) the date on which First Lien Secured Parties shall have paid to the Revolving Collateral Agent and Second Lien Administrative Agent, for the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration account of the Revolver Standstill PeriodSecond Lien Secured Parties, if in immediately available funds, an amount equal to 100% of the Revolving Collateral Agent or any other Collateral Agent on behalf principal of any Additional Priority Payment the Second Lien Obligations commences an Enforcement Action, neither plus all accrued and unpaid interest thereon plus all accrued and unpaid fees and expenses plus all the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Second Lien Obligations then outstanding (which shall commence or continue include a premium in an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect amount equal to the Shared CollateralPrepayment Fee as set forth in Section 3.04(d) of the Second Lien Credit Agreement). Notwithstanding In order to effectuate the foregoing, the Second Lien Administrative Agent shall calculate, upon the written request of the First Lien Administrative Agent from time to time, the amount in cash that would be necessary so to purchase the Second Lien Obligations. Each Second Lien Secured Party will retain all rights to indemnification provided by the Borrower in the relevant Second Lien Loan Documents for all claims and other amounts relating to periods prior to the purchase of the Second Lien Obligations pursuant to this Section 3.01. For the avoidance of doubt, the First Lien Administrative Agent (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and the other First Lien Secured Parties) hereby acknowledges and agrees that (A) the obligations of the Second Lien Secured Parties to sell their respective Second Lien Obligations under this Section 3.01(e) are several and not joint and several, (B) to the extent any Second Lien Secured Party breaches its related secured partiesobligation to sell its Second Lien Obligations under this Section 3.01(e) (a “Defaulting Second Lien Secured Party”), that nothing in this Section 3.01(e) shall be deemed to require the Second Lien Administrative Agent or any other Second Lien Secured Party to purchase such Defaulting Second Lien Secured Party’s Second Lien Obligations for resale to the First Lien Secured Parties and (C) in all cases, the Second Lien Administrative Agent and its Related each Second Lien Secured Party complying with the terms of this Section 3.01(e) shall not be deemed to be in default of this Agreement or otherwise be deemed liable for any action or inaction of any Defaulting Second Lien Secured Party; provided that nothing in this last sentence of this Section 3.01(e) shall (x) require the First Lien Secured Parties to purchase less than all of the Second Lien Obligations or (y) prohibit the First Lien Secured Parties from purchasing less than all of the Second Lien Obligations if a Second Lien Secured Party becomes a Defaulting Second Lien Secured Party. (f) In furtherance of the foregoing Sections 3.01(d) and 3.01(e), the First Lien Administrative Agent shall cooperate in a commercially reasonable manner with each other agent endeavor to deliver notice to the Second Lien Administrative Agent of any payment default under the First Lien Credit Agreement; provided that the First Lien Administrative Agent’s failure to give such notice under this Section 3.01(f) shall not create any claim or trustee and its related secured parties in cause of action on the part of any enforcement of rights or Second Lien Secured Party against the First Lien Administrative Agent for any exercise of remedies with respect to any Shared Collateralreason whatsoever.

Exercise of Rights and Remedies. At any time (a) Notwithstanding the purported equal priority of the Liens securing each Class of First Lien Obligations, prior to the Discharge of the Payment Priority Obligations, for a period of 180 days following the occurrence of any Event of Default (any such period, a “Standstill Period”), the Credit Agreement Collateral Agent may deal with the Shared Collateral during such Standstill Period as if the Liens thereon of the Collateral Agent or Secured Parties of any other Class did not exist, and no Collateral Agent or Related Secured Party (other than the Credit Agreement Collateral Agent and its Related Secured Parties), whether in their capacity as secured or unsecured creditor, shall (i) commence any judicial or nonjudicial foreclosure proceedings (including any Insolvency or Liquidation Proceeding) with respect to, seek to have a trustee, receiver, receiver-manager, monitor, liquidator, examiner or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral) or (ii) exercise any rights or remedies under the Security Documents that have or may have arisen, or that may arise, as a result of such default. (b) Without limiting the foregoing, following the relevant Payment Lien Priority Obligations Expiry Date, the Applicable Authorized Representative will have the sole right (solely as between all Collateral Agents for each Class of Pari Passu Secured Obligations, it being understood and agreed that nothing contained in this Section 3.01(b) shall in any way affect the rights of the Credit Agreement Collateral Agent and the holders of Payment Priority Obligations to take action with respect to the Shared Collateral) to act or refrain from acting with respect to the Shared Collateral, and no Collateral Agent in respect of any Pari Passu Secured Obligations (other than the Applicable Authorized Representative), whether in their capacity as a secured or unsecured creditor, shall commence any judicial or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver, receiver-manager, monitor, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its interests in or realize upon, or take any other action available to it in respect of, the Shared Collateral. (c) Subject to the other paragraphs of this Section and Section 4.01(a), nothing in this Agreement shall affect the ability of any Collateral Agent or any of its Related Secured Parties (i) to enforce any rights and exercise any remedies with respect to any Shared Collateral available under any Related Secured Credit Documents or applicable law, including any right of set-off and any determinations regarding the release of Liens on, or any sale, transfer or other disposition of, any Shared Collateral, or any other rights or remedies available to a secured creditor under the Uniform Commercial Code or other personal property security legislation of any jurisdiction, the Bankruptcy Code or any other Bankruptcy Law or (ii) 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). Subject to the other paragraphs of this Section and Section 4.01(a), any such exercise of rights and remedies by any Collateral Agent or any of its Related Secured Parties may be made in such order and in such manner as such Collateral Agent or its Related Secured Parties may, subject to the provisions of their Related Secured Credit Documents, determine in their sole discretion. In addition, to the extent it is not an prohibited from doing so under its Related Secured Credit Documents, (A) in any Insolvency or Liquidation Proceeding has commenced by or against the Borrower or any of the Pulitzer Entities that own Shared Collateralother Grantor, (A) the Revolving each Collateral Agent and or any Additional Agent on behalf of any Additional Priority Payment Lien Obligations shall have the exclusive right to exercise any right or remedy with respect to any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the its Related Secured Parties may file a proof of claim or statement of interest with respect to the Pari Passu applicable obligations thereto, (B) in any Insolvency or Liquidation Proceeding commenced by or against the Borrower or any other Grantor, each Collateral Agent or its Related Secured Parties may file any necessary or appropriate responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien Obligations of such Collateral Agent or Related Secured Party, (C) each Collateral Agent or its Related Secured Parties may commence file any pleadings, objections, motions, or maintain agreements which assert rights available to unsecured creditors of the Borrower or any Enforcement Action with respect other Grantor arising under any Insolvency or Liquidation Proceeding or applicable nonbankruptcy law, and (D) each Collateral Agent and its Related Secured Party may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of the Borrower or any other Grantor, in each case (A) through (D) above to the Shared Collateral; providedextent such action is not inconsistent with, howeveror could not result in a resolution inconsistent with, that the terms of this Agreement. (d) Notwithstanding paragraph (c) of this Section: (i) the Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving each Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the its Related Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and herein by or on behalf of such Collateral Agent or its Related Secured Parties; (bii) each Collateral Agent will agreeagrees, on behalf of itself and its related secured partiesRelated Secured Parties, that, prior to the commencement of any enforcement of rights or any exercise of remedies with respect to any Shared Collateral by such Collateral Agent or any of its Related Secured Parties, such Collateral Agent or its Related Secured Party, as the case may be, shall provide prior written notice thereof to each other Collateral Agent, such notice to be provided as far in advance of such commencement as reasonably practicable, and shall regularly inform each other Collateral Agent of developments in connection with such enforcement or exercise (except that the Credit Agreement Collateral Agent shall only be required to deliver written notice of any such enforcement or exercise promptly upon commencement thereof); and (iii) subject to the terms and conditions of each Collateral Agent’s Related Secured Credit Documents, each Collateral Agent (other than the Credit Agreement Collateral Agent) agrees, on behalf of itself and its Related Secured Parties, that such Collateral Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee Collateral Agent and its related secured parties Related Secured Parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateral; provided, however, that nothing in this section shall require any Collateral Agent to cooperate with any other Collateral Agent if it has not received the appropriate or necessary consents, waivers, direction or indemnity from its Related Secured Parties. (e) Notwithstanding anything otherwise to the contrary herein, to the extent provided in the Senior Secured Notes Documents or the Additional First Lien Obligations Documents with respect to any Pari Passu Secured Obligations for which the Notes Collateral Agent is also acting as collateral agent, the Notes Collateral Agent will be permitted to exercise remedies and sell the Collateral under the Security Documents only at the direction of the agents or representatives (including the Senior Secured Notes Trustee in the case of the Senior Secured Notes Secured Parties) who are authorized to act on behalf of the Senior Secured Notes Secured Parties or the Additional Secured Parties for which the Notes Collateral Agent is acting as collateral agent, as applicable, or at the direction of the holders of a majority in the principal amount of the outstanding Senior Secured Notes Obligations and any outstanding Additional First Lien Obligations for which the Collateral Agent is acting as collateral agent voting as a single class.

Exercise of Rights and Remedies. At any time prior (a) Subject to Section 3.03, so long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party; provided that, notwithstanding the foregoing, (i) the Spinco Third Lien Supermajority Holders have the sole and will also exclusive right to consent to, prohibit, and require the sale of the Spinco Assets in accordance with Section 3.03 whether or not the Discharge of First Lien Obligations, the Discharge of Second Lien Obligations, the Discharge of Parent Third Lien Obligations, or the Cross-Collateral Release Date has occurred, (ii) in any Insolvency or Liquidation Proceeding, (A) the Second Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations and the Second Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement and (B) the Third Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Third Lien Obligations and the Third Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement; (iii) each of the Second Lien Collateral Agent and Third Lien Collateral Agent may take any action to perfect, preserve or protect the validity and enforceability of the Second Priority Liens and Third Priority Liens, respectively, including bidding for or purchasing Collateral at any sale thereof (including, without limitation, by way of credit bidding), provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens and Third Priority Liens provided in Section 3.04; (iv) the Second Lien Secured Parties and Third Lien Secured Parties 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 the Second Lien Secured Parties or Third Lien Secured Parties, respectively, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations and Third Lien Secured Parties, respectively, in each case, to the extent not inconsistent with the terms of this Agreement; (v) each of the Second Lien Collateral Agent, any Second Lien Secured Party, the Third Lien Collateral Agent and any Third Lien Secured Party may vote on a plan of reorganization (whether or not as a separate class from the First Lien Secured Parties) and make any arguments and motions that are, in each case, not inconsistent with the terms of this Agreement; (vi) each of the Second Lien Note Holders and the Third Lien Note Holders may accelerate the Second Lien Obligations and the Third Lien Obligations pursuant to the terms of the Second Lien Note Documents and the Third Lien Note Documents, respectively; (vii) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period; (viii) the Second Lien Note Holders and the Third Lien Holders may exercise and enforce their rights under the Acquiror Note Purchase Agreement to which they are party; (ix) the Spinco Third Lien Note Holders may exercise and enforce their rights under the Holder Call Right Agreement; (x) the Spinco Third Lien Note Holders may exercise their rights, if any, as the holders of any Capital Stock (as defined in the Spinco Third Lien Purchase Agreement) of Spinco; (xi) the Parent Third Lien Note Holders may exercise and enforce their rights under the Acquiror Call Right Agreement; (xii) the Spinco Third Lien Note Holders may exercise and enforce their rights to acquire the First Lien Notes and the Second Lien Notes pursuant to Section 3.01(g); and (xiii) the Spinco Third Lien Obligations may be redeemed with the Spinco Assets Net Proceeds in accordance with Section 3.03 (the actions of the Second Lien Secured Parties described in this proviso being referred to herein as the “Second Lien Permitted Actions” and the actions of the Third Lien Secured Parties described in this proviso being referred to herein as the “Primary Third Lien Permitted Actions”). Subject to Section 3.03 after the Discharge of First Lien Obligations and so long as the Discharge of Second Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right to determine enforce rights and exercise remedies (including any right of setoff) with respect to the time and method and place for exercising such right Collateral (including making determinations regarding the release, Disposition or remedy restrictions with respect to the Collateral), or conducting to commence or seek to commence any action or proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Third Lien Collateral Agent or any other Third Lien Secured Party; provided that, notwithstanding the foregoing, (i) the Spinco Third Lien Supermajority Holders have the sole and exclusive right to consent to, prohibit, or require the sale of the Spinco Assets in accordance with Section 3.03 whether or not the Discharge of First Lien Obligations, the Discharge of Second Lien Obligations, the Discharge of Parent Third Lien Obligations, or the Cross-Collateral Release Date has occurred, (ii) in any Insolvency or Liquidation Proceeding, the Third Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Third Lien Obligations and the Third Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement; (iii) the Third Lien Collateral Agent may take any action to perfect, preserve or protect the validity and enforceability of the Third Priority Liens, including bidding for or purchasing Collateral at any sale thereof (including, without limitation, by way of credit bidding), provided that no such action is, or could reasonably be expected to be, (A) adverse to the Second Priority Liens or the rights of the Second Lien Collateral Agent or any other Second Lien Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Third Priority Liens provided in Section 3.04; (iv) the Third Lien Secured Parties 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 the Third Lien Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Third Lien Secured Parties, in each case, to the extent not inconsistent with the terms of this Agreement; (v) each of the Third Lien Collateral Agent and any Third Lien Secured Party may vote on a plan of reorganization (whether or not as a separate class from the First Lien Secured Parties) and make any arguments and motions that are, in each case, not inconsistent with the terms of this Agreement; (vi) the Third Lien Note Holders may accelerate the Third Lien Obligations pursuant to the terms of the Third Lien Note Documents; (vii) the Third Lien Holders may exercise and enforce their rights, if any, under the Merger Agreement and the Acquiror Note Purchase Agreements; (viii) the Spinco Third Lien Note Holders may exercise and enforce their rights under the Holder Call Right Agreement; (ix) the Spinco Third Lien Note Holders may exercise their rights, if any, as the holders of any Capital Stock (as defined in the Spinco Third Lien Purchase Agreement) of Spinco; (x) the Parent Third Lien Note Holders may exercise and enforce their rights under the Acquiror Call Right Agreement; (xi) the Spinco Third Lien Note Holders may exercise and enforce their rights to acquire the First Lien Notes and the Second Lien Notes pursuant to Section 3.01(g); and (xii) the Spinco Third Lien Obligations may be redeemed with the Spinco Assets Net Proceeds in accordance with Section 3.03 (the actions described in this proviso being referred to herein as the “Secondary Third Lien Permitted Actions”). Subject to Section 3.03, after the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations and so long as the Cross-Collateral Release Date has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Third Lien Collateral Agent and the other Parent Third Lien Secured Parties shall not, without the consent of the Spinco Third Lien Required Holders, and the Third Lien Collateral Agent and the other Spinco Third Lien Secured Parties shall not, without the consent of the Parent Third Lien Required Holders, enforce rights or exercise remedies (including any right of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to 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, notwithstanding the foregoing, (i) the Spinco Third Lien Supermajority Holders have the sole and exclusive right to consent to, prohibit or require the sale of the Spinco Assets in accordance with Section 3.03 whether or not the Discharge of First Lien Obligations, the Discharge of Second Lien Obligations, the Discharge of Parent Third Lien Obligations, or the Cross-Collateral Release Date has occurred; (ii) in any Insolvency or Liquidation Proceeding, the Third Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Third Lien Obligations and the Third Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement; (iii) the Third Lien Collateral Agent may take any action to perfect, preserve or protect the validity and enforceability of the Parent Third Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the Spinco Third Priority Liens or the rights of any Spinco Third Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Parent Third Priority Liens provided in Section 3.04; (iv) the Third Lien Collateral Agent may take any action to perfect, preserve or protect the validity and enforceability of the Spinco Third Priority Liens, including bidding for or purchasing Collateral at any sale thereof (including, without limitation, by way of credit bidding), provided that no such action is, or could reasonably be expected to be, (A) adverse to the Parent Third Priority Liens or the rights of any Parent Third Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Spinco Third Priority Liens provided in Section 3.04; (v) the Third Lien Secured Parties 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 the Third Lien Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Third Lien Secured Parties, in each case, to the extent not inconsistent with the terms of this Agreement; (vi) each of the Third Lien Collateral Agent and any other Third Lien Secured Party may vote on a plan of reorganization (whether or not as a separate class from the First Lien Secured Parties) and make any arguments and motions that are, in each case, not inconsistent with the terms of this Agreement; (vii) the Third Lien Note Holders may accelerate the Third Lien Obligations pursuant to the terms of the Third Lien Note Documents; (viii) the Third Lien Holders may exercise and enforce their rights under the Acquiror Note Purchase Agreements; (ix) the Spinco Third Lien Note Holders may exercise and enforce their rights under the Holder Call Right Agreement; (x) the Spinco Third Lien Note Holders may exercise their rights, if any, as the holders of any Capital Stock (as defined in the Spinco Third Lien Purchase Agreement) of Spinco; (xi) the Parent Third Lien Note Holders may exercise and enforce their rights under the Acquiror Call Right Agreement; (xii) the Spinco Third Lien Note Holders may exercise and enforce their rights to acquire the First Lien Notes and the Second Lien Notes pursuant to Section 3.01(g); and (xiii) the Spinco Third Lien Obligations may be redeemed with the Spinco Assets Net Proceeds in accordance with Section 3.03 (the actions described in this proviso being referred to herein as the “Tertiary Third Lien Permitted Actions” and, together with the Primary Third Lien Permitted Actions and the Secondary Third Lien Permitted Actions, the “Third Lien Permitted Actions”). Except for the Second Lien Permitted Actions, 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 Secured Parties with respect to the Pari Passu Collateral shall be to receive a share of the proceeds of the Collateral, if any, after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action has occurred and in accordance with this Agreement, the other Second Lien Note Documents and applicable law. Except for the Third Lien Permitted Actions, unless and until the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has occurred, the sole right of the Third Lien Collateral Agent and the other Third Lien Secured Parties with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent shall be to receive a share of the Pari Passu Lien Obligations with proceeds of the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action Collateral, if any, after the passage Discharge of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu First Lien Obligations and the Discharge of Second Lien Obligations has occurred and in accordance with this Agreement, the other Third Lien Note Documents and applicable law. (yb) Subject to the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”limitations set forth herein, including Sections 3.01(a) and (ii) 3.03, in exercising rights and remedies with respect to the Collateral Agent of Collateral, the Pari Passu First Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from other First Lien Secured Parties may enforce the Non-Controlling Pari Passu Agent provisions of the First Lien Note Documents and exercise remedies thereunder, all in such declaration order and in such manner as they may be directed or direct, respectively, pursuant to the First Lien Collateral Documents. Subject to the limitations set forth herein, including Sections 3.01(a) and 3.03, such exercise and enforcement shall include the rights of an Event agent appointed by them to Dispose of Default; providedCollateral upon foreclosure, furtherto incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent Bankruptcy Code or any other Bankruptcy Law. The First Lien Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation agrees to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect provide at least five days’ prior written notice to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateral.Second Lien C

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Lien Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations; (ii) the Second Lien Agent may take any action to create, prove, preserve or protect the validity and enforceability of the Second Priority Liens, provided, that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any 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 any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03; and (v) subject to Section 3.02(a), the Second Lien Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in clauses (i) through (v) above being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Agent and the other Second Lien Secured Parties with respect to the Pari Passu Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action has occurred and in accordance with the Second Lien Loan Documents and applicable law. (b) In exercising rights and remedies with respect to the Shared Collateral; provided, howeverthe First Lien Agent and the other First Lien Secured Parties 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 their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Agent agrees to provide at least five days’ prior written notice to the Second Lien Agent of its intention to foreclose upon or Dispose of any Collateral. (c) The Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that (i) no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Agent or the other First Lien Secured Parties with respect to the Collateral Agent as set forth in this Agreement and the other First Lien Loan Documents. (d) Notwithstanding anything in this Agreement to the contrary, following the acceleration of the Pari Passu Indebtedness then outstanding under the First Lien Obligations with Credit Agreement, the largest outstanding aggregate principal amount Second Lien Secured Parties may, at their sole expense and effort, upon notice within thirty (30) days following such time acceleration to the First Lien Agent and the Borrower, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse, all (but not less than all) of the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of First Lien Obligations; provided that (x) the date on which the Controlling Pari Passu Agent declared the existence such assignment shall not conflict with any law, rule or regulation or order of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations any court or other Governmental Authority having jurisdiction, and (y) the date on which Second Lien Secured Parties shall have paid to the Revolving Collateral Agent received notice from First Lien Agent, for the Controlling Pari Passu Agent account of the First Lien Secured Parties, in immediately available funds, an amount equal to 100% of the principal of such declaration Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid fees plus all the other First Lien Obligations then outstanding (which shall include, with respect to (i) the aggregate face amount of the letters of credit outstanding under the First Lien Credit Agreement, an Event of Default (the “Revolver Standstill Period”) amount in cash equal to 105% thereof, and (ii) the Collateral Agent Hedging Agreements that constitute First Lien Obligations, 100% of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu First Lien Obligations and (ygiving effect to any netting arrangements) that the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of applicable Loan Party would be required to pay if such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement ActionHedging Agreements were terminated at such time). The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation In order to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding effectuate the foregoing, (a) the Secured Parties First Lien Agent shall remain subject tocalculate, and bound byupon the written request of the Second Lien Agent from time to time, all covenants or agreements made the amount in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, cash that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect would be necessary so to any Shared Collateralpurchase the First Lien Obligations.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the First Lien Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the First Lien Collateral), or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Indenture Obligations, (ii) the Second Lien Collateral Agent may take any action to preserve or protect the validity and enforceability of the Second-Priority Liens (provided that no such action is, or could reasonably be expected to be, (A) adverse to the First-Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Second-Priority Liens provided in Section 3.04), (iii) the Second Lien Collateral 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 the Second Lien Secured Parties, including any claims secured by the Second Lien Collateral or otherwise make any agreements or file any motions pertaining to the Indenture Obligations, in each case, to the extent not inconsistent with the terms of this Agreement, (iv) the Second Lien Collateral Agent may exercise rights and remedies as an unsecured creditor, as provided in Section 3.03, and (v) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Second Lien Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, 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 Secured Parties with respect to the Pari Passu Collateral shall be to receive a share of the proceeds of the Second Lien Collateral, if any, after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent of the Pari Passu Lien Obligations has occurred and in accordance with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default Second Lien Loan Documents and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateralapplicable law.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Lien Administrative Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to any Shared of the Collateral and will also have (including any foreclosure action or proceeding), in each case, with notice to the exclusive right to determine Second Lien Administrative Agent as set forth in clause (b) below but without any consultation with or the time and method and place for exercising such right consent of the Second Lien Administrative Agent or remedy any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or conducting any proceeding Liquidation Proceeding, the Second Lien Administrative Agent may file a proof of claim or statement of interest with respect thereto to the Second Lien Obligations; (ii) the Second Lien Administrative Agent may take any action not otherwise in conflict with this Agreement to preserve or protect the validity and enforceability of the Second Priority Liens; (iii) the Second Lien Secured Parties 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 the Second Lien Secured Parties, including any claims secured by the Collateral, or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies that may be exercised by unsecured creditors except to the extent in conflict with Article VI; (v) the Lien securing the Second Lien Obligations shall remain on and attach to any proceeds of Collateral released or disposed of in accordance with this Agreement subject to the relative priorities described in Article II; and (Bvi) none subject to Section 3.02, the Second Lien Administrative Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the "SECOND LIEN PERMITTED ACTIONS"). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Administrative Agent and the other Second Lien Secured Parties with respect to the Pari Passu Collateral shall be to receive a share of the proceeds of the Collateral, if any, in accordance with the Second Lien Credit Documents and applicable law, after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and has occurred. (b) each Agent will agree, on behalf of itself In exercising rights and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared of the Collateral, the First Lien Administrative Agent and the other First Lien Secured Parties 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 their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur reasonable expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law or any other applicable law. Unless an Insolvency and Liquidation Proceeding has commenced and is continuing, the First Lien Administrative Agent agrees to provide at least ten days' prior written notice to the Second Lien Administrative Agent of its intention to enforce its rights or exercise remedies (including any right of setoff) with respect to the Collateral, prior to any such enforcement or exercise. In the event that during such ten day period, the Second Lien Administrative Agent shall send to the First Lien Secured Parties the irrevocable notice of the Purchasing Parties' intention to exercise their purchase option pursuant to Section 7.05(a), the First Lien Administrative Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Collateral; provided that the purchase and sale with respect to the First Lien Obligations provided for in Section 7.05 shall have closed within ten Business Days thereafter and the First Lien Administrative Agent shall have received payment in full of the purchase price and any cash collateral as provided for herein within such ten Business Day period. (c) The Second Lien Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Credit Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Administrative Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the First Lien Credit Documents.

Exercise of Rights and Remedies. At any time prior to (a) Until the Discharge of Priority Payment First Lien Obligations and has occurred, whether or not an any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower Tensar or any other Grantor, the Second Lien Secured Party and the Second Lien Claimholders: (i) will not exercise or seek to exercise any rights or remedies (including setoff, the right to credit bid their debt and any actions as agent or in connection with the exercise of rights pursuant to a power of attorney or otherwise) with respect to any Collateral or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided that if an Event of Default (as defined in the Second Lien Commodities Purchase 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 2.1 and 4, after expiration of a 120-day period (the “Standstill Period”) which shall commence on the date of receipt by the First Lien Secured Party of the Pulitzer Entities that own Shared Collateralwritten declaration of the Second Lien Secured Party of such Event of Default and written demand by the Second Lien Secured Party to Tensar for the accelerated payment of all Second Lien Obligations (unless Tensar or any other Grantor is subject to an Insolvency or Liquidation Proceeding by reason of which such declaration and the making of such demand is stayed, in which case, commencing on the date of the commencement of such Insolvency or Liquidation Proceeding), the Second Lien Secured Party may take action to enforce its Liens on the Second Lien Collateral (A) including the Revolving Collateral Agent and any Additional Agent on behalf institution of any Additional Priority Payment action or proceeding with respect to its rights or remedies with respect to any Second Lien Collateral) upon prior written notice to Tensar and the First Lien Secured Party, but only so long as the First Lien Secured Party 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, all or any material portion of the Collateral; (ii) will not contest, protest or object to any foreclosure proceeding or action brought by the First Lien Secured Party or any First Lien Claimholder or any other exercise by the First Lien Secured Party or any First Lien Claimholder of any rights and remedies relating to the First Lien Collateral or otherwise; or (iii) subject to their rights under clause (a)(i) above, will not object to the forbearance by the First Lien Secured Party 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 First Lien 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 Tensar or any other Grantor, subject to Section 3.1(a)(i), the First Lien Secured Party 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 Secured Party or any Second Lien Claimholder. In exercising rights and remedies with respect to the Collateral, the First Lien Secured Party and the First Lien Claimholders may enforce the provisions of the First Lien Lease/Purchase Facilities 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 Secured Party and any Second Lien Claimholder may: (i) 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 Tensar or any other Grantor; (ii) 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 Secured Party or the First Lien Claimholders 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 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, 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; (v) (i) may impose a late payment at the Default Rate, as described in Section 3.1 of the Second Commodities Purchase Agreement and (ii) may demand accelerated payment of any and all of the Second Lien Obligations and may file and pursue any lawsuit to collect the Second Lien Obligations to the extent that such demand, filing, and pursuit would be remedies available to any unsecured creditor of Tensar; (vi) exercise any right of its rights or remedy remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.l(a)(i); and (vii) present a cash bid at any Section 363 hearing or with respect to any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Secured Parties with respect to the Pari Passu Lien Obligations may commence or maintain any Enforcement Action with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Actiondisposition. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Second Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agreeParty, 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 related secured partiescapacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except as expressly provided in Section 3.1(a)(i). 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(a), Section 6.3(b) and this Section 3.1(c), the sole right of the Second Lien Secured Party and the Second Lien Claimholders 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 as set forth herein. (d) Subject to Sections 3.1(a) and (c) and Section 6.3(b): (i) the Second Lien Secured Party, for itself and on behalf of the Second Lien Claimholders, agrees that such Agent the Second Lien Secured Party and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in the Second Lien Claimholders will not take any enforcement of rights or action that would hinder any exercise of remedies under the First Lien Lease/Purchase Facilities Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (ii) the Second Lien Secured Party, 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 Secured Party 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 Secured Party or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and (iii) the Second Lien Secured Party hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Security Documents or any other Second Lien Commodities Purchase Facility Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Secured Party or the First Lien Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Lease/Purchase Facilities Documents. (e) Except as otherwise specifically set forth in Sections 3.1(a) and (d), the Second Lien Secured Party and the Second Lien Claimholders may exercise rights and remedies as unsecured creditors against Tensar or any Shared other Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Commodities Purchase Facility Documents and applicable law (including, without limitation, filing any pleadings, objections, motions or agreements in connection therewith); provided that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of any Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) as the other Liens securing the Second Lien Obligations are subject to this Agreement. (f) Except as specifically set forth in Sections 3.1(a) and (d) and Section 4, nothing in this Agreement shall prohibit the receipt by the Second Lien Secured Party or any Second Lien Claimholders of the required payments of Murabaha Price, Agreed Profit 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 Secured Party 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 Secured Party or the First Lien Claimholders may have with respect to the First Lien Collateral.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, (A) the Second Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations and will also the Second Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement and (B) the Third Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Third Lien Obligations and the Third Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement; (ii) each of the Second Lien Collateral Agent and Third Lien Collateral Agent may take any action to perfect, preserve or protect the validity and enforceability of the Second Priority Liens and Third Priority Liens, respectively, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens and Third Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties and Third Lien Secured Parties 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 the Second Lien Secured Parties or Third Lien Secured Parties, SF1:727688 respectively, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations and Third Lien Secured Parties, respectively, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) each of the Second Lien Collateral Agent, any Second Lien Secured Party, the Third Lien Collateral Agent and any Third Lien Secured Party may vote on a plan of reorganization; (v) each of the Second Lien Note Holders and the Third Lien Note Holders may accelerate the Second Lien Obligations and the Third Lien Obligations pursuant to the terms of the Second Lien Note Documents and the Third Lien Note Documents, respectively; and (vi) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions of the Second Lien Secured Parties described in this proviso being referred to herein as the "Second Lien Permitted Actions" and the actions of the Third Lien Secured Parties described in this proviso being referred to herein as the "Primary Third Lien Permitted Actions"). After the Discharge of First Lien Obligations and so long as the Discharge of Second Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right to determine the time enforce rights and method and place for exercising such exercise remedies (including any right or remedy or conducting any proceeding with respect thereto and (Bof setoff) none of the Secured Parties with respect to the Pari Passu Lien Obligations may commence Collateral (including making determinations regarding the release, Disposition or maintain any Enforcement Action restrictions with respect to the Shared Collateral; provided), howeveror to 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), that (i) in each case, without any consultation with or the Collateral Agent consent of the Pari Passu Third Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Third Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Third Lien Collateral Agent on behalf may file a proof of any Additional Priority Payment claim or statement of interest with respect to the Third Lien Obligations commences an Enforcement Actionand the Third Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement; (ii) the Third Lien Collateral Agent may take any action to perfect, neither preserve or protect the Controlling Pari Passu Agentvalidity and enforceability of the Third Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the Non-Controlling Pari Passu Second Priority Liens or the rights of the Second Lien Collateral Agent or any other Second Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Third Priority Liens provided in Section 3.04; (iii) the Third Lien Secured Parties 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 the Third Lien Secured Parties, including any claims secured by the Collateral Agent or otherwise make any agreements or file any motions pertaining to the Third Lien Secured Parties, in each case, to the extent not inconsistent with the terms of any Pari Passu this Agreement; (iv) each of the Third Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Third Lien Secured Party may vote on a plan of reorganization; and (v) the Third Lien Note Holders may accelerate the Third Lien Obligations pursuant to the terms of the Third Lien Note Documents (the actions described in this proviso being referred to herein as the "Secondary Third Lien Permitted Actions" and, together with the Primary Third Lien Permitted Actions, the "Third Lien Permitted Actions"). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to and the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateral.SF1:727688

Exercise of Rights and Remedies. At any time prior to So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Lien Administrative Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to 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 Proceeding), in each case, without any consultation with or the consent of the Second Lien Administrative Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, in any Insolvency Proceeding, the Second Lien Administrative Agent and any Second Lien Secured Party may file a proof of claim or statement of interest with respect to the Second Lien Obligations; the Second Lien Administrative Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that (A) no such action is, or could reasonably be expected to be, adverse to the First Priority Liens or the rights of the First Lien Administrative Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) such action is otherwise not prohibited by the terms of this Agreement; the Second Lien Secured Parties may file any 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 any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations; in each case, to the extent not prohibited by the terms of this Agreement; the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, subject to the limitation in Section 3.03; the Second Lien Secured Parties may seek equitable remedies including injunctive relief, available under the Second Lien Loan Documents and applicable law to the extent not prohibited by the terms of this Agreement; the Second Lien Secured Parties may (A) present a cash bid for Collateral or purchase Collateral for cash at any Section 363 hearing or at any public or judicial foreclosure sale and (B) credit bid for Collateral pursuant to Section 363(k) of the Bankruptcy Code; provided that such credit bid may only be made if the Discharge of First Lien Obligations has occurred or will occur concurrently as a result thereof; the Second Lien Administrative Agent and any Second Lien Secured Party may make any filing or motion and make any arguments with respect to the Second Lien Obligations and the Collateral that are, in each case, not prohibited by the terms of this Agreement; the Second Lien Secured Parties shall be entitled to vote on any plan of reorganization to the extent such plan is otherwise consistent with the terms hereof; subject to Section 3.02(a), the Second Lien Administrative Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any right of their remedies with respect to the Collateral after the termination of the Standstill Period; the Second Lien Administrative Agent and any Second Lien Secured Party may join (but not exercise any control with respect to) any judicial foreclosure proceeding or remedy other judicial lien enforcement proceeding with respect to the Collateral initiated by the First Lien Administrative Agent to the extent that any such action could not reasonably be expected to restrain, hinder, limit, delay or otherwise interfere with the exercise of remedies by the First Lien Administrative Agent (it being understood that no Second Lien Secured Party shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); the Second Lien Administrative Agent and any Second Lien Secured Party may inspect or appraise the Collateral (and engage or retain investment bankers, accountants, appraisers or other third Persons for the sole purposes of appraising or valuing the Collateral), or receive information or reports concerning the Collateral, in each case pursuant to the terms of the Second Lien Loan Documents and applicable law; and the Second Lien Administrative Agent and any Second Lien Secured Party may enforce the terms of any subordination agreement with respect to any Shared Collateral Indebtedness subordinated to the Second Lien Obligations to the extent that any such action could not reasonably be expected to restrain, hinder, limit, delay or otherwise interfere with the exercise of remedies by the First Lien Administrative Agent; (the actions described in clauses (i) through (xii) above being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and will also have until the exclusive Discharge of First Lien Obligations has occurred, the sole right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Second Lien Administrative Agent and the other Second Lien Secured Parties with respect to the Pari Passu Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Lien Obligations has occurred and in accordance with the Second Lien Loan Documents and applicable law. In exercising rights and remedies with respect to the Collateral, the First Lien Administrative Agent and the other First Lien Secured Parties 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 their sole discretion. Such Enforcement Action shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Administrative Agent agrees to provide at least five (5) days’ prior written notice to the Second Lien Administrative Agent of its intention to commence an Enforcement Action upon or Dispose of any Collateral, and written notice within five (5) days after such Enforcement Action is taken or Disposition is made. Failure to give such notice shall not impair the effectiveness of such Enforcement Action or Disposition, nor create any claim or cause of action against the First Lien Administrative Agent or any First Lien Secured Party The Second Lien Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Administrative Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Loan Documents. Notwithstanding anything in this Agreement to the contrary, following the earliest to occur of (i) the acceleration of the Indebtedness then outstanding under the First Lien Credit Agreement, (ii) a payment default under the First Lien Credit Agreement that has not been cured within sixty (60) days of the occurrence thereof or (iii) the commencement of an Insolvency Proceeding, the Second Lien Secured Parties may, at their sole expense and effort, upon thirty (30) days prior written notice to the First Lien Administrative Agent and the Borrower (or such shorter notice as may be accepted by the First Lien Administrative Agent), require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to an Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)), all (but not less than all) of the First Lien Obligations; provided that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (y) the Second Lien Secured Parties shall have paid to the First Lien Administrative Agent, for the account of the First Lien Secured Parties, in immediately available funds, an amount equal to 100% of the principal of the First Lien Obligations plus all accrued and unpaid interest thereon plus all accrued and unpaid fees plus all the other First Lien Obligations then outstanding (which shall include, with respect to (i) the aggregate face amount of the letters of credit outstanding under the First Lien Credit Agreement, an amount in cash equal to 105% thereof (and the Borrower shall have entered into arrangements reasonably satisfactory to the First Lien Administrative Agent and the applicable Issuing Lender with respect to all letters of credit issued and outstanding under the First Lien Credit Agreement), (ii) obligations under Lender Swap Contracts, 100% of the aggregate Lender Swap Obligations then due and owing thereunder (unless, with respect to any particular Lender Swap Contract, such other arrangements have been made by the Borrower and the Swap Counterparty who is a party to such Lender Swap Contract in a manner satisfactory to such Swap Counterparty in its sole discretion), and (iii) Treasury Management Obligations, 100% of the aggregate Treasury Management Obligations then due and owing thereunder (unless, with respect to any particular Treasury Management Agreement, such other arrangements have been made by the Borrower and the Treasury Management Bank who is a party to such Treasury Management Agreement in a manner satisfactory to such Treasury Management Bank in its sole discretion). In addition, such purchasers shall have the right to assume (and the applicable Swap Counterparty or Treasury Management Bank shall have the right to require such purchasers to assume) (i) any Lender Swap Contract that has not been terminated for payment to the Swap Counterparty thereunder of an amount equal to 100% of the Swap Termination Value thereof, plus any Lender Swap Obligations with respect thereto and (ii) any Treasury Management Agreement that has not been terminated for payment to the Treasury Management Bank thereunder of an amount equal to any Treasury Management Obligations with respect thereto. In order to effectuate the foregoing, the First Lien Administrative Agent shall calculate, upon the written request of the Second Lien Administrative Agent from time to time, the amount in cash that would be necessary so to purchase the First Lien Obligations. Notwithstanding the foregoing, the First Lien Administrative Agent and the First Lien Lenders shall retain any and all rights with respect to indemnification and other contingent obligations under the First Lien Loan Documents, Lender Swap Contracts and Treasury Management Agreements that are expressly stated to survive the termination of the First Lien Loan Documents, any Lender Swap Contract or any Treasury Management Agreement, as applicable. No Interference. The Second Lien Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, whether or not any Insolvency Proceeding has been commenced, the Second Lien Secured Parties: except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not occurred, (A) enforce or exercise, or seek to enforce or exercise, any Enforcement Action (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement (if any), any letter to purchasers of production, or any similar agreement or arrangement to which the Second Lien Administrative Agent or any other Second Lien Secured Party is a party) or (B) commence or maintain join with any Person (other than the First Lien Administrative Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Lien Administrative Agent may take any Enforcement Action or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Administrative Agent has delivered to the First Lien Administrative Agent written notice of an Event of Default as defined in the Second Lien Credit Agreement has occurred (with respect to each individual Event of Default, a “Standstill Period”); which notice may only be delivered following the occurrence of and during the continuation of an Event of Default (as defined in the Second Lien Credit Agreement); provided further, however, that (A) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Administrative Agent or any other Second Lien Secured Party take any Enforcement Action with respect to the Shared any Collateral; provided, howeveror commence, that (i) the Collateral Agent join with any Person in commencing, or petition for or vote in favor of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at any resolution for, any such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Periodaction or proceeding, if the Revolving Collateral First Lien Administrative Agent or any other Collateral Agent on behalf First Lien Secured Party shall have commenced, and shall be diligently and in good faith pursuing (or shall have sought or requested relief from or modification of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent automatic stay or any other Collateral Agent of stay in any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving AgentInsolvency Proceeding to enable the commencement and pursuit thereof), the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to all or any material portion of the Shared Collateral. Notwithstanding Collateral (prompt written notice thereof to be given to the foregoingSecond Lien Administrative Agent by the First Lien Administrative Agent; provided that failure to give such notice shall not impair the effectiveness of such Enforcement Action, nor create any claim or cause of action against the First Lien Administrative Agent or any First Lien Secured Party) and (aB) after the expiration of the Standstill Period (subject to the immediately preceding clause (A)), in the event that and for so long as the Second Lien Secured Parties (or the Second Lien Administrative Agent on their behalf) have commenced any Enforcement Action to enforce their Lien with respect to all or any material portion of the Collateral to the extent permitted hereunder and are diligently and in good faith pursuing such actions (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), neither the First Lien Secured Parties nor the First Lien Administrative Agent shall take any Enforcement Action, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding so long as the Second Lien Secured Parties (or the Second Lien Administrative Agent on their behalf) has complied with all other applicable provisions of this Agreement related to such Enforcement Action (including the turnover provisions in Article IV); and provided further that (x) the Secured Parties Standstill Period shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in be tolled for so long as any enforcement of rights automatic stay or any other stay or other order prohibiting the exercise of remedies by the First Lien Administrative Agent or the First Lien Secured Parties with respect to the Collateral is in effect by operation of law or has been entered into by a court of competent jurisdiction and (y) the period set forth in the immediately preceding clause (B) shall be tolled for so long as any Shared Collateral.automatic stay or any other stay or other order prohibiting the exercise of remedies by the Second Lien Administrative Agent or the Second Lien Secured Parties with respect to the Collateral is in effect by operation of law or has been entered into by a court of competent jurisdiction; will not contest, protest or object to any foreclosure action or proceeding brought in accordance with applicable law, by the First Lien Administrative Agent or any other First Lien Secured Party, or any other enforcement or exercise by any

Exercise of Rights and Remedies. At any time prior to (a) The Collateral Agent shall follow the Discharge instructions of the Applicable Priority Payment Lien Obligations Representative, and the Applicable Authorized Representative, for itself and on behalf of the Pari Passu Secured Parties, agrees that, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of Pari Passu Secured Parties, except for Permitted Pari Passu Actions, will not and will not direct the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral Agent and any Additional Agent on behalf of any Additional to, so long as the Priority Payment Lien Obligations shall have the exclusive right are outstanding: (i) enforce or exercise, or seek to exercise enforce or exercise, any rights or remedies (including any right or remedy of setoff) with respect to any Shared Collateral and will also have (including the exclusive enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to determine which the time and method and place Applicable Authorized Representative or any other Authorized Representative is a party); or (ii) commence or join with any Person (other than the Applicable Priority Lien Representative) in commencing, or petition for exercising such right or remedy vote in favor of any resolution for, any action or conducting any proceeding with respect thereto and to such rights or remedies (B) none of the Secured Parties with respect to the Pari Passu Lien Obligations may commence or maintain including any Enforcement Action with respect to the Shared Collateralforeclosure action); provided, however, that (i) the Applicable Authorized Representative may or may direct the Collateral Agent to enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at any resolution for, any such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action action or proceeding, after the passage a period of at least 120 days after has elapsed (which period shall be tolled during any period in which the earlier Applicable Priority Lien Representative shall not be entitled to enforce or exercise any rights or remedies with respect to any Collateral as a result of (x) any injunction issued by a court of competent jurisdiction or (y) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Controlling Applicable Authorized Representative has delivered to the Applicable Priority Lien Representative and the Collateral Agent written notice of the acceleration of the Indebtedness then outstanding under the Bond Obligations or Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Payment Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default); provided, provided further, however, that (1) notwithstanding the expiration of the Revolver Standstill Period or anything herein to the contrary, in no event shall the Applicable Authorized Representative or any other Pari Passu Secured Party direct the Collateral Agent to enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Applicable Priority Lien Representative or any other holder of Priority Lien Obligations shall have commenced, or shall have directed the Collateral Agent to commence and diligently pursue (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any Collateral or any such action or proceeding (prompt written notice thereof to be given to the Applicable Authorized Representative by the Applicable Priority Lien Representative) and (2) after the expiration of the Standstill Period, if so long as neither the Revolving Collateral Agent or any other Collateral Agent on behalf Applicable Priority Lien Representative nor the holders of any Additional the Priority Payment Lien Obligations commences an Enforcement Actionhave commenced any action to enforce their Lien on any material portion of the Collateral, in the event that and for so long as the Pari Passu Secured Parties (or the Applicable Authorized Representative on their behalf) have commenced any actions to enforce their Lien with respect to any Collateral to the extent permitted hereunder and are diligently pursuing such actions, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent holders of any Pari Passu Priority Lien Obligations nor the Applicable Priority Lien Representative shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and take any other Collateral Agent behalf action of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action a similar nature with respect to the Shared such Collateral. ; provided that all other provisions of this Agreement are complied with. (b) Notwithstanding the foregoing, (ai) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement Insolvency or Liquidation Proceeding, the Authorized Representatives may file a proof of rights claim or any exercise statement of remedies interest with respect to the Bond Obligations and the Pari Passu Payment Lien Obligations; (ii) the Authorized Representatives may take any Shared Collateralaction to preserve or protect the validity and enforceability of the Liens securing the Bond Obligations and the Pari Passu Lien Obligations, provided that no such action is, or could reasonably be expected to be, (A) adverse to the holders of the Priority Lien Obligations or the rights of the Priority Lien Representatives to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of the Security Documents; (iii) the Authorized Representatives may file any 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 Pari Passu Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Bond Obligations and the Pari Passu Payment Lien Obligations, in each case, to the extent not inconsistent with the terms of the Security Documents and the Pari Passu Security Documents; and (iv) the Authorized Representatives may exercise any rights and remedies as unsecured creditors (all of the foregoing clauses (i) through (iv), the “Permitted Pari Passu Actions”).

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and Debt has not occurred, whether or not an any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Borrower Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that: (i) it will not (A) exercise or seek to exercise any rights or remedies (including set-off or by notification of account debtors) with respect to any Second Lien Collateral, or 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 by the First Lien Agent or any other First Lien Secured Party, or the exercise of any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which such Second Lien Agent or any other Second Lien Secured Party is a party, or any other exercise by any such party, of any rights and remedies relating to the Second Lien Collateral or otherwise, or (C) contest, protest or object to the forbearance by any First Lien 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 Pulitzer Entities that own Shared Second Lien Collateral, and (Aii) the Revolving Collateral First Lien Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties 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 Second Lien Collateral without any consultation with or the consent of any Second Lien Agent or any other Second Lien Secured Party; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Grantor, any Second Lien Agent may file a claim or statement of interest with respect to the Second Lien Debt, (B) any Second Lien Agent may send such notices of the existence of, or any evidence or confirmation of, the Second Lien Debt under the Second Lien Documents or the Liens of the Second Lien Collateral Agent in the Second Lien Collateral to any court or governmental agency, or file or record any such notice or evidence to the extent necessary to prove or preserve the Liens of the Second Lien Collateral Agent in the Second Lien Collateral, (C) any Second Lien 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 Second Lien Secured Party, including any claims secured by the Second Lien Collateral, or otherwise make any agreements or file any motions pertaining to the Second Lien Debt, in each case to the extent not inconsistent with the terms of this Agreement, (D) the Second Lien Secured Parties may exercise rights and remedies that may be exercised by unsecured creditor to the extent provided in Section 5.4 hereof and not otherwise inconsistent with the terms hereof, (E) any Second Lien Agent may commence legal proceedings against a Grantor (but not any of the Second Lien Collateral); provided, that, such legal proceeding does not interfere with the rights of First Lien Agent or any other First Lien Secured Party in and to the Second Lien Collateral or the First Lien Debt or the exercise by First Lien Agent or any other First Lien Secured Party of such rights or involve any contest or challenge to the validity, perfection, priority or enforceability of the Liens of First Lien Agent or any other First Lien Secured Party or of the First Lien Agent or any other First Lien Debt and in any event the Second Lien Collateral Agent may not enforce any judgment against any of the Second Lien Collateral; and (iii) the First Lien Agent and the other First Lien Secured Parties, in exercising rights and remedies with respect to the Second Lien Collateral, 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 and such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Second 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 lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) Each Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that it will not take or receive any Second Lien Collateral or any proceeds of Second Lien Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Shared Collateral Second Lien Collateral, unless and will also have until the exclusive right to determine Discharge of First Lien Debt has occurred. Without limiting the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none generality of the foregoing, unless and until the Discharge of First Lien Debt has occurred, except as expressly provided in the proviso in Section 3.1(a) (ii) above, the sole right of the Second Lien Collateral Agent and the other Second Lien Secured Parties with respect to the Pari Passu Second Lien Obligations Collateral is to hold a Lien on the Second Lien Collateral pursuant to the Second Lien 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 Debt has occurred. (c) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that it will not take any action that would hinder any exercise of remedies undertaken by the First Lien Agent under the First Lien Documents, including any sale, lease, exchange, transfer or other disposition of the Second Lien Collateral, whether by foreclosure or otherwise, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby waives any and all rights it may commence have as a junior lien creditor or maintain otherwise to object to the manner in which the First Lien Agent or the other First Lien Secured Parties seek to enforce or collect the First Lien Debt or the Liens granted in any Enforcement Action of the Second Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Agent or the other First Lien Secured Parties is adverse to the interest of the Second Lien Secured Parties. (d) Each Second Lien Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Agreement shall be deemed to restrict in any way the rights and remedies of the First Lien Agent or the other First Lien Secured Parties with respect to the Shared Collateral; provided, however, that (i) the Second Lien Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent as set forth in this Agreement and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment First Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared CollateralDocuments.

Exercise of Rights and Remedies. At any time prior (a) Subject to Section 3.02(a), so long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Lien Administrative Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Collateral (including making determinations regarding the Disposition (and, to the extent provided in Section 3.04, any Release in connection therewith) with respect to the Collateral), or to 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 Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party; provided that the interests of the Second Lien Secured Parties shall attach to the proceeds thereof, subject to the relative priorities described in Section 2.01; provided further, that, notwithstanding the foregoing, (i) in any Insolvency Proceeding, the Second Lien Collateral Agent and any Second Lien Secured Party may file a proof of claim or statement of interest with respect to the Second Lien Obligations; (ii) the Second Lien Collateral Agent may take any action to create, perfect, preserve or protect the validity and enforceability of the Second Priority Liens provided that no such action is, (A) adverse to the existence, perfection or priority status of the First Priority Liens or the rights of the First Lien Administrative Agent or any other First Lien Secured Party to exercise remedies in respect thereof, or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; and provided, further, that, without limiting Section 5.01 hereof, no Administrative Agent shall have any obligation under this Agreement to create, perfect, preserve or protect the validity and enforceability of the First Priority Liens or Second Priority Liens. (iii) the Second Lien Secured Parties may file any 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 any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations to the extent not inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03 other than, for the avoidance of doubt, any Enforcement Action; (v) the Second Lien Secured Parties may (A) present a cash bid for Collateral or purchase Collateral for cash at any Section 363 hearing or at any public or judicial foreclosure sale and (B) credit bid for Collateral pursuant to Section 363(k) of the Bankruptcy Code (provided that such credit bid may only be made if the Discharge of First Lien Obligations has occurred or will occur concurrently as a result of a cash bid for such Collateral in addition to such credit bid); (vi) the Second Lien Secured Parties shall be entitled to vote on any plan of reorganization, to the extent consistent with the provisions hereof and as otherwise permitted under the Bankruptcy Code; (vii) subject to Section 3.02(a) and Section 3.02(b), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any right of their remedies with respect to the Collateral after the termination of the Standstill Period; and (viii) the Second Lien Secured Parties may object to any proposed acceptance of Collateral by the First Lien Administrative Agent or remedy a First Lien Secured Party pursuant to Section 9-620 of the Uniform Commercial Code; and (ix) the Second Lien Secured Parties may enforce the terms of any subordination agreement (other than this Agreement to the extent this Agreement is a “subordination agreement” pursuant to Section 6.08) with respect to any Shared Collateral Indebtedness subordinated to its Second Priority Principal Obligations. (the actions described in clauses (i) through (ix) above being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and will also have until the exclusive Discharge of First Lien Obligations has occurred, the sole right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Second Lien Collateral Agent and the other Second Lien Secured Parties with respect to the Pari Passu Collateral shall be to (A) hold a Lien on the Collateral or such other collateral in respect of the applicable Second Lien Principal Obligations may commence or maintain any Enforcement Action with respect pursuant to the Shared Collateral; providedSecond Lien Loan Documents, however, that (i) the Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreementas applicable, and (B) receive the proceeds of the Collateral, if any, remaining after the Discharge of First Lien Obligations has occurred. (b) each Subject to Section 3.02(a), so long as the Discharge of First Lien Obligations has not occurred, the Second Lien Collateral Agent will agree, (on behalf of itself and its related secured partiesthe other Second Lien Secured Parties) hereby agrees that, that such Agent in exercising rights and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to the Collateral, the First Lien Administrative Agent and the other First Lien Secured Parties 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 their sole and absolute discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any Shared such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. Unless an Insolvency Proceeding has commenced and is continuing, the First Lien Administrative Agent agrees to provide at least five days’ prior written notice to the Second Lien Collateral Agent of its intention to foreclose upon or Dispose of any Collateral. (c) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Loan Document before the Discharge of First Lien Obligations, shall be deemed to restrict in any way the rights and remedies of the First Lien Administrative Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Loan Documents.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Lien Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations; (ii) the Second Lien Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any 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 any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03; (v) the Second Lien Secure Parties may (A) present a cash bid for Collateral or purchase Collateral for cash at any Section 363 hearing or at any public or judicial foreclosure sale and (B) none credit bid for Collateral pursuant to Section 363(k) of the Bankruptcy Code (provided that such credit bid may only be made if the Discharge of First Lien Obligations has occurred or will occur concurrently as a result of a cash bid for such Collateral in addition to such credit bid); (vi) the Second Lien Secured Parties shall be entitled to vote on any plan of reorganization, to the extent consistent with the provisions hereof; and (vii) subject to Section 3.02(a), the Second Lien Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in clauses (i) through (v) above being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Agent and the other Second Lien Secured Parties with respect to the Pari Passu Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action has occurred and in accordance with the Second Lien Loan Documents and applicable law. (b) In exercising rights and remedies with respect to the Shared Collateral; provided, howeverthe First Lien Agent and the other First Lien Secured Parties 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 their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Agent agrees to provide at least five days’ prior written notice to the Second Lien Agent of its intention to foreclose upon or Dispose of any Collateral. (c) The Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Loan Documents. (d) Notwithstanding anything in this Agreement to the contrary, (i) the Collateral Agent acceleration of the Pari Passu Indebtedness then outstanding under the First Lien Obligations with Credit Agreement, (ii) a payment default under the largest outstanding aggregate principal amount First Lien Credit Agreement that has not been cured or waived by the First Lien Lenders within sixty (60) days of the occurrence thereof or (iii) the commencement of an Insolvency or Liquidation Proceeding, the Second Lien Secured Parties may, at their sole expense and effort, upon notice within thirty (30) days following such time acceleration to the First Lien Agent and the Borrower, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the “Controlling Pari Passu Agent”Assignment and Acceptance Agreement (as such term is defined in the First Lien Credit Agreement)), all (but not less than all) may commence an Enforcement Action after of the passage of at least 120 days after the earlier of First Lien Obligations; provided that (x) the date on which the Controlling Pari Passu Agent declared the existence such assignment shall not conflict with any law, rule or regulation or order of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations any court or other Governmental Authority having jurisdiction, and (y) the date on which Second Lien Secured Parties shall have paid to the Revolving Collateral Agent received notice from First Lien Agent, for the Controlling Pari Passu Agent account of the First Lien Secured Parties, in immediately available funds, an amount equal to 100% of the principal of such declaration Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid fees plus all the other First Lien Obligations then outstanding (which shall include, with respect to (i) the aggregate face amount of the letters of credit outstanding under the First Lien Credit Agreement, an Event of Default (the “Revolver Standstill Period”) amount in cash equal to 105% thereof, and (ii) the Collateral Agent Derivative Contracts that constitute First Lien Obligations, 100% of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu First Lien Obligations and (ygiving effect to any netting arrangements) that the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of applicable Loan Party would be required to pay if such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement ActionDerivative Contracts were terminated at such time). The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation In order to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding effectuate the foregoing, (a) the Secured Parties First Lien Agent shall remain subject tocalculate, and bound byupon the written request of the Second Lien Agent from time to time, all covenants or agreements made the amount in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, cash that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect would be necessary so to any Shared Collateralpurchase the First Lien Obligations.

Exercise of Rights and Remedies. At any time prior (a) Subject to subsection (b) below, so long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of First Lien Agents and, subject to the Pulitzer Entities that own Shared CollateralFirst Lien Intercreditor Agreement, (A) the Revolving Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment other First Lien Obligations Secured Parties, shall have the exclusive right to take, commence or seek to commence and maintain or seek to maintain any Collateral Enforcement Action and may do so, in each case, without any consultation with or the consent of any Second Lien Collateral Agent or any other Second Lien Secured Party. (b) Except for the Second Lien Permitted Actions, which for the avoidance of doubt shall be allowed to be taken by any Second Lien Collateral Agent, acting on the instructions of the Applicable Second Lien Representative, unless and until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agents and the other Second Lien Secured Parties will not (i) commence (or file with any court documents that seek to commence) or maintain or seek to maintain any Collateral Enforcement Action or (ii) commence (or file with any court documents that seek to commence) or join with any Person (other than a First Lien Collateral Agent) in commencing, or petition or vote in favor of any resolution for, any action or proceeding with respect to any Collateral Enforcement Action with respect to the Shared Collateral without the written consent of the Applicable First Lien Representative; provided that any Second Lien Collateral Agent, acting on the instruction of the Applicable Second Lien Representative, may exercise any Collateral Enforcement Action (other than any remedies the exercise of which is otherwise prohibited by this Agreement) after a period of [180]4 consecutive days has elapsed from the later of (i) the date of delivery of written notice by the Applicable Second Lien Representative to each First Lien Agent, certifying that such Person is the Applicable Second Lien Representative, stating that a Second Lien Event of Default with respect to any Series of Second Lien Obligations has occurred and is continuing and that such Second Lien Obligations are currently due and payable in full (whether as a result of acceleration or otherwise) and stating its intention to exercise a Collateral Enforcement Action and (ii) the actual occurrence of a Second Lien Event of Default of such Series of Second Lien Obligations and such Second Lien Obligations under the applicable Second Lien Credit Documents being due and payable in full (the “Junior Standstill Period”), and then such Second Lien Collateral Agent and Second Lien Secured Parties may exercise any Collateral Enforcement Action only so long as (A) no First Lien Secured Party shall have commenced (or attempted to commence or given notice of its intent to commence) any Collateral Enforcement Action with respect to the Shared Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) and is diligently pursuing the same, and such Second Lien Collateral Agent and/or Second Lien Secured Party has notice of such commencement or attempt to commence and (B) no Grantor which has granted a Lien on 4 NTD: This number may be such other number of days as Holdings, the Applicable First Lien Representative and the Initial Second Lien Representative may agree upon. Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. (c) Except as expressly set forth in this Agreement, each First Lien Agent and First Lien Secured Party and, without limiting and subject to Sections 3.01(b) and 3.02 and the other limitations on such action set forth herein, each Second Lien Collateral Agent and Second Lien Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to take Collateral Enforcement Action (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the creditors represented thereby); provided that the exercise of Collateral Enforcement Action with respect to the Shared Collateral shall be subject to the Lien Priority and to the provisions of this Agreement. Each First Lien Agent and First Lien Secured Party may enforce the provisions of the applicable First Lien Credit Documents, each Second Lien Collateral Agent and Second Lien Secured Party may enforce the provisions of the applicable Second Lien Credit Documents, and each First Lien Agent, First Lien Secured Party, Second Lien Collateral Agent and Second Lien Secured Party may exercise Collateral Enforcement Action, all in such order and in such manner as each may determine in the exercise of its sole discretion, but in any case consistent with the terms of this Agreement, any other applicable intercreditor agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby). Each First Lien Collateral Agent shall provide each Second Lien Collateral Agent and the Applicable Second Lien Representative reasonable prior notice of its initial material Collateral Enforcement Action. Each Second Lien Collateral Agent shall provide each First Lien Agent reasonable prior written notice of its initial material Collateral Enforcement Action. (d) Each Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Credit Document shall be deemed to restrict in any way the rights and remedies of the First Lien Agents or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Credit Documents. (e) In connection with any Collateral Enforcement Action, each Secured Party and each Collateral Agent representing that Secured Party, solely as among themselves in such capacity and solely for their mutual benefit, hereby agree that (i) each First Lien Collateral Agent shall only take, direct or exercise any right or remedy with respect to the First Lien Collateral as set forth in the First Lien Intercreditor Agreement and (ii) each Second Lien Collateral Agent shall only take, direct or exercise any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Secured Parties with respect to the Pari Passu Second Lien Obligations may commence or maintain any Enforcement Action with respect to Collateral on the Shared Collateral; provided, however, that (i) the Collateral Agent instructions of the Pari Passu Applicable Second Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared CollateralRepresentative.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and Indebtedness has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Lien Administrative Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral, or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Administrative Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Administrative Agent may file a proof of claim or statement of interest with respect to the Second Lien Indebtedness; (ii) the Second Lien Administrative Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be, inconsistent with the terms of this Agreement; (iii) the Second Lien Secured Parties may file any 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 any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Indebtedness, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.3; and (Bv) none subject to Section 3.2(a), the Second Lien Administrative Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Indebtedness has occurred, the sole right of the Second Lien Administrative Agent and the other Second Lien Secured Parties with respect to the Pari Passu Collateral shall be to receive a share of the proceeds of the Collateral, if any, after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action Indebtedness has occurred and in accordance with the Second Lien Loan Documents and applicable law. (b) Subject to Section 7.3, in exercising rights and remedies with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent of the Pari Passu First Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Administrative Agent and the Controlling Pari Passu Agent received notice from other First Lien Secured Parties may enforce the Non-Controlling Pari Passu Agent provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such declaration order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an Event agent appointed by them to Dispose of Default; providedCollateral upon foreclosure, furtherto incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent Bankruptcy Code or any other Collateral Bankruptcy Law. The First Lien Administrative Agent on behalf agrees to provide at least 10 days’ prior written notice to the Second Lien Administrative Agent of its intention to foreclose upon or Dispose of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateral.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment Lien Revolving Facility Obligations and has not occurred, whether or not an any Insolvency Proceeding has commenced by or against the Borrower or any of the Pulitzer Entities that own Shared Collateralbeen commenced, (A) the Revolving Collateral Facility Administrative Agent and any Additional Agent on behalf of any Additional Priority Payment Lien Obligations the other Revolving Facility Secured Parties shall have the exclusive right to exercise (i) commence and maintain any right or remedy Enforcement Action, and (ii) otherwise enforce the rights and remedies of a secured creditor under the UCC with respect to the Shared Collateral, under the mortgage laws and Bankruptcy Laws of any applicable jurisdiction with respect to the Shared Collateral, so long as any proceeds of Shared Collateral received by the Revolving Facility Administrative Agent are distributed in accordance with the UCC and will also have applicable law, and in accordance with Section 4.01, without any consultation with or the exclusive right to determine consent of the time Term Facility Administrative Agent or any other Term Facility Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency Proceeding, the Term Facility Administrative Agent and method and place for exercising such right any Term Facility Secured Party may file a proof of claim or remedy or conducting any proceeding statement of interest with respect thereto to the Term Facility Obligations; (ii) the Term Facility Administrative Agent may take any action to preserve or protect the validity and enforceability of the Term Facility Liens on the Shared Collateral, provided that no such action is inconsistent with the terms of this Agreement; (iii) the Term Facility Secured Parties may file any 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 or Liens of the Term Facility Secured Parties, including any claims secured by the Shared Collateral or otherwise make any agreements or file any motions pertaining to the Term Facility Obligations, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Term Facility Secured Parties may exercise rights and remedies as unsecured creditors as provided in Section 3.03; (v) the Term Facility Secured Parties may (A) present a cash bid for Shared Collateral or purchase Shared Collateral for cash at any Section 363 hearing or at any public or judicial foreclosure sale and (B) none credit bid for Shared Collateral pursuant to Section 363(k) or Section 1129(b)(2(A)(ii) of the Bankruptcy Code (provided that such credit bid may only be made if the Discharge of Revolving Facility Obligations has occurred or will occur concurrently as a result of a cash bid for such Shared Collateral in addition to such credit bid); (vi) the Term Facility Secured Parties shall be entitled to vote on any plan of reorganization to the extent consistent with the provisions of this Agreement; and (vii) subject to Section 3.02(a), the Term Facility Administrative Agent and the other Term Facility Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Shared Collateral after the termination of the Standstill Period (the actions described in clauses (i) through (vii) above being referred to herein as the “Term Facility Permitted Actions”). Except for the Term Facility Permitted Actions, unless and until the Discharge of Revolving Facility Obligations has occurred, the sole right of the Term Facility Administrative Agent and the other Term Facility Secured Parties with respect to the Pari Passu Lien Obligations may commence Shared Collateral shall be to receive the proceeds of the Shared Collateral, in accordance with Section 4.01, to the extent of the Term Facility Obligations, and in accordance with the Term Facility Loan Documents and applicable law. The foregoing shall not be construed to limit the rights and priorities of any Term Facility Secured Party or maintain Term Facility Administrative Agent with respect to any Enforcement Action Collateral not constituting Shared Collateral. (b) In exercising rights and remedies with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Facility Administrative Agent and the Controlling Pari Passu Agent received notice from other Revolving Facility Secured Parties may enforce the Non-Controlling Pari Passu Agent provisions of the Revolving Facility Loan Documents and exercise remedies thereunder, all in such declaration order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an Event agent appointed by them to Dispose of Default; providedShared Collateral upon foreclosure, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations incur expenses in connection with an Enforcement Action any such Disposition of Shared Collateral and to exercise all the rights and remedies of a secured creditor with respect to the Shared Collateral. Notwithstanding Collateral under the foregoingUniform Commercial Code, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights Bankruptcy Code or any exercise other Bankruptcy Law. The Revolving Facility Administrative Agent agrees to provide at least ten days’ prior written notice to the Term Facility Administrative Agent of remedies with respect its intention to foreclose upon or Dispose of any or all of the Shared Collateral.

Exercise of Rights and Remedies. At any time prior (a) Subject to Section 3.02(a), so long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Lien Administrative Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Collateral (including making determinations regarding the Disposition (and, to the extent provided in Section 3.04, any Release in connection therewith) with respect to the Collateral), or to 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 Proceeding), in each case, without any consultation with or the consent of the Second Lien Administrative Agent or any other Second Lien Secured Party; provided that the interests of the Second Lien Secured Parties shall attach to the proceeds thereof, subject to the relative priorities described in Section 2.01; provided further, that, notwithstanding the foregoing, (i) in any Insolvency Proceeding, the Second Lien Administrative Agent and any Second Lien Secured Party may file a proof of claim or statement of interest with respect to the Second Lien Obligations; (ii) the Second Lien Administrative Agent may take any action to create, perfect, preserve or protect the validity and enforceability of the Second Priority Liens provided that no such action is, (A) adverse to the existence, perfection or priority status of the First Priority Liens or the rights of the First Lien Administrative Agent or any other First Lien Secured Party to exercise remedies in respect thereof, or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; and provided, further, that, without limiting Section 5.01 hereof, no Administrative Agent shall have any obligation under this Agreement to create, perfect, preserve or protect the validity and enforceability of the First Priority Liens or Second Priority Liens. (iii) the Second Lien Secured Parties may file any 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 any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations to the extent not inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03 other than, for the avoidance of doubt, any Enforcement Action; (v) the Second Lien Secured Parties may (A) present a cash bid for Collateral or purchase Collateral for cash at any Section 363 hearing or at any public or judicial foreclosure sale and (B) credit bid for Collateral pursuant to Section 363(k) of the Bankruptcy Code (provided that such credit bid may only be made if the Discharge of First Lien Obligations has occurred or will occur concurrently as a result of a cash bid for such Collateral in addition to such credit bid); (vi) the Second Lien Secured Parties shall be entitled to vote on any plan of reorganization, to the extent consistent with the provisions hereof and as otherwise permitted under the Bankruptcy Code; (vii) subject to Section 3.02(a) and Section 3.02(b), the Second Lien Administrative Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any right of their remedies with respect to the Collateral after the termination of the Standstill Period; and (viii) the Second Lien Secured Parties may object to any proposed acceptance of Collateral by the First Lien Administrative Agent or remedy a First Lien Secured Party pursuant to Section 9-620 of the Uniform Commercial Code; and (ix) the Second Lien Secured Parties may enforce the terms of any subordination agreement (other than this Agreement to the extent this Agreement is a “subordination agreement” pursuant to Section 6.08) with respect to any Shared Collateral Indebtedness subordinated to its Second Priority Principal Obligations (the actions described in clauses (i) through (ix) above being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and will also have until the exclusive Discharge of First Lien Obligations has occurred, the sole right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Second Lien Administrative Agent and the other Second Lien Secured Parties with respect to the Pari Passu Collateral shall be to (A) hold a Lien on the Collateral or such other collateral in respect of the applicable Second Lien Principal Obligations may commence or maintain any Enforcement Action with respect pursuant to the Shared Collateral; providedSecond Lien Loan Documents, however, that (i) the Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreementas applicable, and (B) receive the proceeds of the Collateral, if any, remaining after the Discharge of First Lien Obligations has occurred. (b) each Subject to Section 3.02(a), so long as the Discharge of First Lien Obligations has not occurred, the Second Lien Administrative Agent will agree, (on behalf of itself and its related secured partiesthe other Second Lien Secured Parties) hereby agrees that, that such Agent in exercising rights and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to the Collateral, the First Lien Administrative Agent and the other First Lien Secured Parties 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 their sole and absolute discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any Shared such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. Unless an Insolvency Proceeding has commenced and is continuing, the First Lien Administrative Agent agrees to provide at least five days’ prior written notice to the Second Lien Administrative Agent of its intention to foreclose upon or Dispose of any Collateral. (c) The Second Lien Administrative Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Collateral Document or any other Second Lien Loan Document before the Discharge of First Lien Obligations, shall be deemed to restrict in any way the rights and remedies of the First Lien Administrative Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Loan Documents.

Exercise of Rights and Remedies. At any time prior to (a) (i) So long as the Discharge of First Priority Payment Lien Obligations and Claims has not occurred, whether or not an any Insolvency or Liquidation Proceeding or Liquidation Sale has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Priority Agent and any Additional Agent on behalf of any Additional the other First Priority Payment Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding or Liquidation Sale), in each case, without any consultation with or the consent of the Second Priority Agent or any other Second Priority Secured Party or the Third Priority Agent or any other Third Priority Secured Party; provided that, notwithstanding the foregoing, (x) (i) in any Insolvency or Liquidation Proceeding, the Second Priority Agent may file a proof of claim or statement of interest with respect to the Second Priority Claims; (ii) the Second Priority Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Priority Agent or any other First Priority Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Priority Secured Parties may file any 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 Priority Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Priority Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(a); and (v) subject to Section 3.02(a), the Second Priority Agent and the other Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Second Lien Standstill Period (the actions described in clause (x) of this proviso being referred to herein as the “Second Priority Permitted Actions”), and (y) (i) in any Insolvency or Liquidation Proceeding, the Third Priority Agent may file a proof of claim or statement of interest with respect to the Third Priority Claims; (ii) the Third Priority Agent may take any action to preserve or protect the validity and enforceability of the Third Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Priority Agent or any other First Priority Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Third Priority Liens provided in Section 3.04; (iii) the Third Priority Secured Parties may file any 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 Third Priority Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Third Priority Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Third Priority Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(a); and (v) subject to Section 3.02(a), the Third Priority Agent and the other Third Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Third Lien Standstill Period (the actions described in clause (y) of this proviso being referred to herein as the “Third Priority Permitted Actions”). Except for the Second Priority Permitted Actions and the Third Priority Permitted Actions, unless and until the Discharge of First Priority Claims has occurred, the sole right of the Second Priority Agent and the other Second Priority Secured Parties and the Third Priority Agent and the other Third Priority Secured Parties with respect to the Pari Passu Lien Obligations may commence or maintain any Enforcement Action with respect Collateral shall be to receive the Shared Collateral; provided, however, that (i) the Collateral Agent proceeds of the Pari Passu Lien Obligations Collateral, if any, remaining after the Discharge of First Priority Claims has occurred and in accordance with the largest outstanding aggregate principal amount at such time (Second Priority Debt Documents or the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; providedThird Priority Debt Documents, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject toas applicable, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateralapplicable law.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and Debt has not occurred, whether or not an any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, each Second Lien Agent agrees, for itself and on behalf of the Borrower other Second Lien Secured Parties for which it acts, that, except to the extent otherwise expressly provided in the proviso to Section 3.2(a): (i) it will not (A) exercise or seek to exercise any rights or remedies (including set-off or by notification of account debtors) with respect to any Second Lien Collateral, or 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 by the First Lien Agent or any other First Lien Secured Party, or the exercise of any right under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which such Second Lien Agent or any other Second Lien Secured Party is a party, or any other exercise by any such party, of any rights and remedies relating to the Second Lien Collateral or otherwise, or (C) contest, protest or object to the forbearance by any First Lien 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 Pulitzer Entities that own Shared Second Lien Collateral, and (Aii) the Revolving Collateral First Lien Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties 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 Second Lien Collateral without any consultation with or the consent of any Second Lien Agent or any other Second Lien Secured Party; provided, that (A) in any Insolvency or Liquidation Proceeding commenced by or against any Grantor, any Second Lien Agent may file a proof of claim with respect to the Second Lien Debt, (B) any Second Lien Agent may send such notices of the existence of, or any evidence or confirmation of, the Second Lien Debt under the Second Lien Documents or the Liens of the Second Lien Collateral Agent, or any other collateral agent, agent or representative of the Second Lien Secured Parties which has appointed the Second Lien Collateral Agent to act for, and bind, it (and all Second Lien Secured Parties for which it acts as collateral agent, agent or representative) under and for purposes of this Agreement, in the Second Lien Collateral to any court or governmental agency, or file or record any such notice or evidence to the extent necessary to prove or preserve the Liens of the Second Lien Collateral Agent, or any other collateral agent, agent or representative of the Second Lien Secured Parties which has appointed the Second Lien Collateral Agent to act for, and bind, it (and all Second Lien Secured Parties for which it acts as collateral agent, agent or representative) under and for purposes of this Agreement, in the Second Lien Collateral, (C) any Second Lien 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 Second Lien Secured Party, including any claims secured by the Second Lien Collateral, in each case to the extent not inconsistent with the terms of this Agreement, (D) the Second Lien Secured Parties may exercise rights and remedies that may be exercised by an unsecured creditor to the extent provided in Section 3.4 hereof and not otherwise inconsistent with the terms hereof, (E) any Second Lien Agent may commence legal proceedings against a Grantor (but not any of the Second Lien Collateral); provided, that, such legal proceeding does not interfere with the rights of First Lien Agent or any other First Lien Secured Party in and to the Second Lien Collateral or the First Lien Debt or the exercise by First Lien Agent or any other First Lien Secured Party of such rights or involve any contest or challenge to the validity, perfection, priority or enforceability of the Liens of First Lien Agent or any other First Lien Secured Party or of the First Lien Loan Agreement or any other First Lien Debt and in any event neither the Second Lien Collateral Agent nor any other Second Lien Agent may enforce any judgment against any of the Second Lien Collateral or take any action inconsistent with this Agreement; and (F) the Second Lien Collateral Agent or any other collateral agent, agent or representative of the Second Lien Secured Parties which has appointed the Second Lien Collateral Agent to act for, and bind, it (and all Second Lien Secured Parties for which it acts as collateral agent, agent or representative) under and for purposes of this Agreement, may take action in order to create, perfect or preserve (but not enforce) its Lien on any Second Lien Collateral; and (iii) the First Lien Agent and the other First Lien Secured Parties, in exercising rights and remedies with respect to the Second Lien Collateral, 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 and such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Second 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 lender under the Uniform Commercial Code or the PPSA of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (b) Each Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties for which it acts, agrees that it will not take or receive any Second Lien Collateral or any proceeds of Second Lien Collateral in connection with the exercise of any right or remedy (including set-off) with respect to any Shared Collateral Second Lien Collateral, unless and will also have until the exclusive right to determine Discharge of First Lien Debt has occurred. Without limiting the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none generality of the foregoing, unless and until the Discharge of First Lien Debt has occurred, except as expressly provided in the proviso in Section 3.1(a)(ii) above and in the proviso in Section 3.2(a) below, the sole right of the Second Lien Collateral Agent and the other Second Lien Secured Parties with respect to the Pari Passu Second Lien Obligations Collateral is to hold a Lien on the Second Lien Collateral pursuant to the Second Lien 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 Debt has occurred. (c) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and each other Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties for which it acts, agrees that it will not take any action that would hinder any exercise of remedies undertaken by the First Lien Agent under the First Lien Documents, including any sale, lease, exchange, transfer or other disposition of the Second Lien Collateral, whether by foreclosure or otherwise, and the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and each other Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties for which it acts, hereby waives any and all rights it may commence have as a junior lien creditor or maintain otherwise to object to the manner in which the First Lien Agent or the other First Lien Secured Parties seek to enforce or collect the First Lien Debt or the Liens granted in any Enforcement Action of the Second Lien Collateral, regardless of whether any action or failure to act by or on behalf of the First Lien Agent or the other First Lien Secured Parties is adverse to the interest of the Second Lien Secured Parties. (d) Each Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties for which it acts, hereby acknowledges that no covenant, agreement or restriction contained in any Second Lien Document shall be deemed to restrict in any way the rights and remedies of the First Lien Agent or the other First Lien Secured Parties with respect to the Shared Collateral; provided, however, that (i) the Second Lien Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent as set forth in this Agreement and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment First Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared CollateralDocuments.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, (A) the Second Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations and will also the Second Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement and (B) the Third Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Third Lien Obligations and the Third Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement; (ii) each of the Second Lien Collateral Agent and Third Lien Collateral Agent may take any action to perfect, preserve or protect the validity and enforceability of the Second Priority Liens and Third Priority Liens, respectively, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens and Third Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties and Third Lien Secured Parties 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 the Second Lien Secured Parties or Third Lien Secured Parties, respectively, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations and Third Lien Secured Parties, respectively, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) each of the Second Lien Collateral Agent, any Second Lien Secured Party, the Third Lien Collateral Agent and any Third Lien Secured Party may vote on a plan of reorganization; (v) each of the Second Lien Note Holders and the Third Lien Note Holders may accelerate the Second Lien Obligations and the Third Lien Obligations pursuant to the terms of the Second Lien Note Documents and the Third Lien Note Documents, respectively; and (vi) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions of the Second Lien Secured Parties described in this proviso being referred to herein as the Second Lien Permitted Actions and the actions of the Third Lien Secured Parties described in this proviso being referred to herein as the Primary Third Lien Permitted Actions). After the Discharge of First Lien Obligations and so long as the Discharge of Second Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right to determine enforce rights and exercise remedies (including any right of setoff) with respect to the time and method and place for exercising such right Collateral (including making determinations regarding the release, Disposition or remedy restrictions with respect to the Collateral), or conducting to commence or seek to commence any action or proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Third Lien Collateral Agent or any other Third Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Third Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Third Lien Obligations and the Third Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement; (ii) the Third Lien Collateral Agent may take any action to perfect, preserve or protect the validity and enforceability of the Third Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the Second Priority Liens or the rights of the Second Lien Collateral Agent or any other Second Lien Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Third Priority Liens provided in Section 3.04; (iii) the Third Lien Secured Parties 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 the Third Lien Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Third Lien Secured Parties, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) each of the Third Lien Collateral Agent and any Third Lien Secured Party may vote on a plan of reorganization; and (v) the Third Lien Note Holders may accelerate the Third Lien Obligations pursuant to the terms of the Third Lien Note Documents (the actions described in this proviso being referred to herein as the Secondary Third Lien Permitted Actions and, together with the Primary Third Lien Permitted Actions, the Third Lien Permitted Actions). Except for the Second Lien Permitted Actions, 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 Secured Parties with respect to the Pari Passu Collateral shall be to receive a share of the proceeds of the Collateral, if any, after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action has occurred and in accordance with the Second Lien Note Documents and applicable law. Except for the Third Lien Permitted Actions, unless and until the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has occurred, the sole right of the Third Lien Collateral Agent and the other Third Lien Secured Parties with respect to the Shared Collateral shall be to receive a share of the proceeds of the Collateral; provided, howeverif any, that after the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has occurred and in accordance with the Third Lien Note Documents and applicable law. (ib) Subject to the limitations set forth herein, including Section 3.01(a) above, in exercising rights and remedies with respect to the Collateral, the First Lien Collateral Agent and the other First Lien Secured Parties may enforce the provisions of the First Lien Note Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Collateral Agent agrees to provide at least five days prior written notice to the Second Lien Collateral Agent and the Third Lien Collateral Agent of its intention to foreclose upon or Dispose of any Collateral. (c) Subject to the Pari Passu limitations set forth herein, including Section 3.01(a) above, in exercising rights and remedies with respect to the Collateral in accordance with this Agreement, the Second Lien Obligations Collateral Agent and the other Second Lien Secured Parties 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 their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the largest outstanding aggregate principal amount at such time (rights and remedies of a secured creditor under the “Controlling Pari Passu Agent”) may commence an Enforcement Action after Uniform Commercial Code, the passage of Bankruptcy Code or any other Bankruptcy Law. The Second Lien Collateral Agent agrees to provide at least 120 five days after prior written notice to the earlier Third Lien Collateral Agent of its intention to foreclose upon or Dispose of any Collateral. (d) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Collateral Document or any other Second Lien Note Document shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Note Documents. (e) The Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Third Lien Collateral Document or any other Third Lien Note Document shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Secured Parties, or the Second Lien Collateral Agent or the other Second Lien Secured Parties with respect to the Collateral as set forth in this Agreement, the First Lien Note Documents and the Second Lien Note Documents. (f) Notwithstanding anything in this Agreement to the contrary, following the acceleration of the Indebtedness then outstanding under the First Lien Purchase Agreement (prompt notice of which shall be given by the First Lien Collateral Agent to the Second Lien Collateral Agent and the Third Lien Collateral Agent), the Second Lien Secured Parties may, at their sole expense and effort, upon notice to Company and the First Lien Collateral Agent, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse, all (but not less than all) of the First Lien Obligations; provided that (x) the date on which the Controlling Pari Passu Agent declared the existence such assignment shall not conflict with any law, rule or regulation or order of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations any court or other Governmental Authority having jurisdiction, and (y) the date on which Second Lien Secured Parties shall have paid to the Revolving First Lien Collateral Agent received notice from Agent, for the Controlling Pari Passu Agent account of the First Lien Secured Parties, in immediately available funds, an amount equal to 100% of the principal of such declaration of an Event of Default (Indebtedness plus all accrued and unpaid interest thereon plus all applicable premiums plus all accrued and unpaid fees plus all the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu other First Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Actionthen outstanding. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation In order to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding effectuate the foregoing, (a) the Secured Parties First Lien Collateral Agent shall remain subject tocalculate, and bound byupon the written request of the Second Lien Collateral Agent from time to time, all covenants or agreements made the amount in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, cash that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect would be necessary to any Shared Collateralpurchase the First Lien Obligations.

Exercise of Rights and Remedies. At any time prior to So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Lien Administrative Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release (subject to the terms of Section 14.3(c)), Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Administrative Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Administrative Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations; (ii) the Second Lien Administrative Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens (provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Administrative Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Section 14, including the automatic release of Second Priority Liens provided in Section 14.3(c)); (iii) the Second Lien Secured Parties 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 the Second Lien Secured Parties, including any claims secured by the Collateral, or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not inconsistent with the terms of this Section 14; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 14.3(b); and (v) subject to Section 14.3(a), the Second Lien Administrative Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the "Second Lien Permitted Actions"). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Administrative Agent and the other Second Lien Secured Parties with respect to the Pari Passu Collateral shall be to receive a share of the proceeds of the Collateral, if any, after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent of the Pari Passu Lien Obligations has occurred and in accordance with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default Loan Documents and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateralapplicable law.

Exercise of Rights and Remedies. At any time prior to the Discharge of Priority Payment Lien Obligations and whether or not an Insolvency Proceeding has commenced by or against the Borrower or any of the Pulitzer Entities that own Shared Collateral(a) Notwithstanding Section 2.01, (Ai) only the Revolving Applicable Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment Lien Obligations shall have the exclusive right act or refrain from acting with respect to exercise any right or remedy Shared Collateral (including with respect to any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Secured Parties with respect to the Pari Passu Lien Obligations may commence or maintain any Enforcement Action with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies intercreditor agreement with respect to any Shared Collateral), (ii) the Applicable Collateral Agent shall act only on the instructions of the Applicable Representative and shall not follow any instructions with respect to such Shared Collateral (including with respect to any other intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Representative (or any other Second Lien Claimholder other than the Applicable Representative) and (iii) no Other Second Lien Claimholder shall or shall instruct any Second Lien Collateral Agent to, and any other Second Lien Collateral Agent that is not the Applicable Collateral Agent shall not, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, Shared Collateral (including with respect to any other intercreditor agreement with respect to Shared Collateral), whether under any Second Lien Collateral Document (other than the Second Lien Collateral Documents applicable to the Applicable Collateral Agent), applicable law or otherwise, it being agreed that only the Applicable Collateral Agent, acting in accordance with the Second Lien Collateral Documents applicable to it, shall be entitled to take any such actions or exercise any remedies with respect to such Shared Collateral at such time. Without limitation of the foregoing, (A) in any Insolvency or Liquidation Proceeding commenced by or against the Issuer or any other Grantor, each Second Lien Collateral Agent or any of its Related Second Lien Claimholders may file a proof of claim or statement of interest with respect to the applicable Second Lien Obligations thereto, (B) in any Insolvency or Liquidation Proceeding commenced by or against the Issuer or any other Grantor, each Second Lien Collateral Agent or its Related Second Lien Claimholders may file any necessary or appropriate responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Second Lien Collateral Agent or Related Second Lien Claimholder, (C) each Second Lien Collateral Agent or its Related Second Lien Claimholders may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Issuer or any other Grantor arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, and (D) each Second Lien Collateral Agent and its Related Second Lien Claimholders may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of the Issuer or any other Grantor, in each case of clause (A) through (D) above, to the extent such action is not prohibited by or inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (b) Notwithstanding the equal priority of the Liens securing each Series of Second Lien Obligations granted on the Shared Collateral, the Applicable Collateral Agent (acting on the instructions of the Applicable Representative) is permitted to deal with the Shared Collateral as if such Applicable Collateral Agent had a senior and exclusive Lien on such Shared Collateral. No Non-Controlling Representative, Non-Controlling Claimholder or Second Lien Collateral Agent that is not the Applicable Collateral Agent is permitted to contest, protest or object to any foreclosure proceeding or action brought by the Applicable Collateral Agent, the Applicable Representative or the Controlling Claimholders or any other exercise by the Applicable Collateral Agent, the Applicable Representative or the Controlling Claimholders of any rights and remedies relating to the Shared Collateral. (c) Each of the Second Lien Collateral Agents (other than the 2024 Indenture Collateral Agent) and the Second Lien Representatives (other than the 2024 Indenture Representative) agrees that it will not accept any Lien on any Collateral for the benefit of any Series of Other Second Lien Obligations (other than funds deposited for the satisfaction, discharge or defeasance of any Other Second Lien Agreement) other than pursuant to the Second Lien Collateral Documents, and by executing this Agreement, each such Second Lien Collateral Agent and each such Second Lien Representative and the Series of Second Lien Claimholders for which it is acting pursuant to this Agreement agree to be bound by the provisions of this Agreement and the other Second Lien Collateral Documents applicable to it.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Secured Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of First Lien Representative and the Pulitzer Entities that own Shared Collateral, (A) other First Lien Secured Parties and the Revolving Collateral Agent Super Senior Representative and any Additional Agent on behalf of any Additional Priority Payment Lien Obligations the other Super Senior Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence and maintain or seek to maintain any Enforcement Action, in each case, without any consultation with or the consent of the Second Lien Representative or any other Second Lien Secured Party;provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, any Second Lien Secured Party may file a proof of claim or statement of interest with respect to the Second Lien Secured Obligations and vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition or extension), in each case, to the extent not in contravention of the terms of this Agreement;provided that no Second Lien Secured Party shall be a petitioning creditor or otherwise make any filing or take any action (or join any other Person in making any filing or taking any action) to commence any Insolvency or Liquidation Proceeding; (ii) the Second Lien Representative may take any action to preserve or protect the validity, enforceability and perfection of the Second Priority Liens (but not to enforce such Liens), provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Representative or any other First Lien Secured Party or the Super Senior Representative or any other Super Senior Secured Parties to exercise remedies in respect thereof or (B) otherwise in contravention of the terms of this Agreement, including the automatic release of the Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any 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, subordination or recharacterization of the claims of any of the Second Lien Secured Parties, including any claims secured by the Collateral, or the avoidance or subordination of any Second Priority Lien (other than pursuant to the terms of this Agreement) or otherwise make any agreements or file any motions pertaining to the Second Lien Secured Obligations or the Second Priority Liens, in each case, to the extent not in contravention of the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies available to unsecured creditors to the extent (and only to the extent) provided in Section 3.03; (v) the Second Lien Secured Parties may join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Representative or the Super Senior Representative, to the extent that such action does not, and could not reasonably be expected to, materially interfere with any Enforcement Action by the First Lien Secured Parties or the Super Senior Secured Parties and otherwise is not in contravention of the terms of this Agreement, it being further agreed that no Second Lien Secured Party may receive any Proceeds thereof unless expressly permitted herein; (vi) the Second Lien Secured Parties may bid for or purchase any Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Representative or the Super Senior Representative, 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 Secured Obligations unless the proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Secured Obligations; (vii) subject to Section 3.02(a), the Second Lien Representative and the other Second Lien Secured Parties may commence or seek to commence, and maintain or seek to maintain, any Enforcement Action after the termination of the Standstill Period; (viii) the Second Lien Representative may inspect or appraise the Collateral so long as such actions do not interfere with, hinder or delay, in any manner, any enforcement or exercise of any rights or remedies of the First Lien Secured Parties under the First Lien Loan Documents or this Agreement or of the Super Senior Secured Parties under the Super Senior Loan Documents or this Agreement and otherwise are not in contravention of the terms of this Agreement;(ix) the Second Lien Secured Parties may seek or commence an action to obtain specific performance or injunctive relief to compel a Grantor to comply with the delivery of financial information, the further assurances regarding perfection of Liens and the maintenance of insurance covenants under the Second Lien Loan Documents, to the extent such action is not an Enforcement Action, does not seek to enjoin a Disposition of Collateral consented to or approved by the First Lien Representative and the Super Senior Representative and otherwise is not in contravention of the terms of this Agreement; (x) the Second Lien Secured Parties may accelerate the Indebtedness under the Second Lien Loan Documents in accordance with the terms thereof; and (xi) the Second Lien Secured Parties may take any action or exercise any right or remedy with respect to any Shared Collateral the extent (and will also have only to the exclusive extent) provided in Article VI (the permitted actions described in clauses (i) through (xi) are collectively referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Secured Obligations has occurred, the sole right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Second Lien Representative and the other Second Lien Secured Parties with respect to the Pari Passu Collateral shall be to receive the Proceeds of the Collateral, if any, remaining after the Discharge of First Lien Secured Obligations may commence or maintain any Enforcement Action has occurred and in accordance with the Second Lien Loan Documents and applicable law. (a) In exercising rights and remedies with respect to the Shared Collateral; provided, howeverthe First Lien Representative and the other First Lien Secured Parties may enforce the provisions of the First Lien Loan Documents, and the Super Senior Representative and the other Super Senior Secured Parties may enforce the provisions of the Super Senior Loan Documents, exercise remedies thereunder and under applicable law and take other Enforcement Actions, in each case all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law or any other applicable law. (b) The Second Lien Representative, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Representative or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Loan Documents or the rights and remedies of the Super Senior Representative or the other Super Senior Secured Parties with respect to the Collateral as set forth in this Agreement and the other Super Senior Loan Documents. (c) Notwithstanding anything in this Agreement to the contrary, within 30 days following the occurrence of a Purchase Event, the Second Lien Representative or another representative acting on behalf of the Second Lien Secured Parties may, at the sole expense and effort of the Second Lien Secured Parties, upon delivery of a Purchase Notice to the Borrower and the First Lien Representative and the Super Senior Representative, require the First Lien Secured Parties and the Super Senior Secured Parties to transfer and assign to the Second Lien Secured Parties on the date specified in such Purchase Notice in accordance with the definition thereof, without warranty or representation or recourse, all (but not less than all) of the First Lien Secured Obligations and all (but not less than all) Super Senior Secured Obligations (such transfer and assignment of (but not less than all) of the First Lien Secured Obligations and all (but not less than all) Super Senior Secured Obligations, the “Purchase”);provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction and shall be effected pursuant to an assignment agreements in form reasonably satisfactory to the Collateral Agent of First Lien Representative and the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and Super Senior Representative, (ii) the Collateral Agent of the Pari Passu Second Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject tohave paid to the First Lien Representative, for the account of the First Lien Secured Parties, in cash or immediately available funds, an amount equal to 100% of the principal of such Indebtedness (including any unreimbursed drawings under letters of credit but excluding any undrawn letters of credit) plus all accrued and bound by, unpaid interest thereon plus all covenants accrued and unpaid fees plus all the other First Lien Secured Obligations then outstanding (other than any acceleration prepayment penalties or agreements made in this Agreement, and premiums) (bwhich shall include (A) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateralletters of credit outstanding under the First Lien Credit Agreement, an amount in cash or immediately available funds equal to 103% of the aggregate face amount thereof (other than any portion of such amount that represents unreimbursed drawings thereunder), (B) with respect to Hedge Agreements (as defined in the First Lien Credit Agreement) that constitute First Lien Secured Obligations, 100% of the aggregate amount of such First Lien Secured Obligations (giving effect to any netting arrangements) that the applicable Grantor would be required to pay if such Hedge Agreements were terminated at such time, (C) with respect to Specified Cash Management Services Agreements (as defined in the First Lien Credit Agreement), the net aggregate amount then owing to creditors thereunder to the extent constituting First Lien Secured Obligations, including all amounts owing to such creditors as a result of the termination (or early termination) thereof, and (D) an amount reasonably calculated by the First Lien Representative with respect to any contingent or unliquidated First Lien Secured Obligations related to claims, causes of action or liabilities that have theretofore been asserted in writing by the First Lien Secured Parties and for which indemnification or reimbursement is required under the First Lien Loan Documents) and, (iii) the Second Lien Secured Parties shall have paid to the Super Senior Representative, for the account of the Super Senior Secured Parties, in cash or immediately available funds, an amount equal to 100% of the principal of such Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid fees plus all the other Super Senior Secured Obligations then outstanding (other than any acceleration prepayment penalties or premiums) which shall include an amount reasonably calculated by the Super Senior Representative with respect to any contingent or unliquidated Super Senior Secured Obligations related to claims, causes of action or liabilities that have theretofore been asserted in writing by the Super Senior Secured Parties and for which indemnification or reimbursement is required under the Super Senior Loan Documents, (iv) each First Lien Secured Party is permitted to retain all rights to indemnification provided in the relevant First Lien Loan Documents for all claims and other amounts relating to periods prior to such transfer of the First Lien Secured Obligations (provided that such rights and claims shall not be secured by the Collateral after the consummation of the Purchase) and (v) each Super Senior Secured Party is permitted to retain all rights to indemnification provided in the relevant Super Senior Loan Documents for all claims and other amounts relating to periods prior to such transfer of the Super Senior Secured Obligations (provided that such rights and claims shall not be secured by the Collateral after the consummation of the Purchase). In order to effectuate the Purchase, the First Lien Representative shall calculate, upon the written request of the Second Lien Representative from time to time, the amount in cash or immediately available funds that would be necessary so to purchase the First Lien Secured Obligations (and the Super Senior Representative shall calculate, upon the written request of the Second Lien Representative from time to time, the amount in cash or immediately available funds that would be necessary so to purchase the Super Senior Secured Obligations (in each case based on information available to it, and shall use commercially reasonable efforts to obtain information not available to it necessary to perform such calculation). (d) The First LienAny Representative shall provide to the Second Lien Representative, and the Second Lien Representative shall provide to the First Lien Representative, reasonable prior notice of its initial material Enforcement Action to each other Representative.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to exercise all Enforcement Actions, in each case, without any right consultation with or remedy the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations, (ii) the Second Lien Collateral Agent may take any Shared action to create, perfect, preserve or protect the validity and enforceability of the Second Priority Guaranty Liens; provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Collateral and will also have the exclusive right Agent or any other First Lien Secured Party to determine the time and method and place for exercising such right exercise remedies in respect thereof or remedy or conducting any proceeding with respect thereto and (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Guaranty Liens provided in Section 3.05, (iii) the Second Lien Secured Parties may file any 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 any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not inconsistent with the terms of this Agreement, (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.04, (v) vote on any plan of reorganization, 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 Priority Guaranty Liens, (vi) bid for or purchase Collateral at any private or judicial foreclosure sale or sale upon such Collateral, in each instance, initiated by the First Lien Secured Parties, (vii) hold a Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and (viii) subject to Section 3.03(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the "Second Lien Permitted Actions"). Except for the Second Lien Permitted Actions, 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 Secured Parties with respect to the Pari Passu Collateral shall be to receive proceeds of the Collateral, if any, after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action has occurred and in accordance with the Second Lien Loan Documents and applicable law. (b) In exercising rights and remedies with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent of the Pari Passu First Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from other First Lien Secured Parties may enforce the Non-Controlling Pari Passu Agent provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such declaration order and in such manner as they may determine in their sole discretion and in accordance with the First Lien Loan Documents and applicable law. Such exercise and enforcement shall include the rights of an Event agent appointed by them to Dispose of Default; providedCollateral upon foreclosure, furtherto incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent Bankruptcy Code or any other Bankruptcy Law. The First Lien Collateral Agent on behalf of any Additional Priority Payment agrees to provide at least five days' prior written notice to the Second Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence its intention to foreclose upon or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf Dispose of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateral.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Secured Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of First Lien Representative and the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence and maintain or seek to maintain any Enforcement Action, in each case, without any consultation with or the consent of the Second Lien Representative or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, any Second Lien Secured Party may file a proof of claim or statement of interest with respect to the Second Lien Secured Obligations and vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition or extension), in each case, to the extent not in contravention of the terms of this Agreement; provided that no Second Lien Secured Party shall be a petitioning creditor or otherwise make any filing or take any action (or join any other Person in making any filing or taking any action) to commence any Insolvency or Liquidation Proceeding; (ii) the Second Lien Representative may take any action to preserve or protect the validity, enforceability and perfection of the Second Priority Liens (but not to enforce such Liens), provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Representative or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise in contravention of the terms of this Agreement, including the automatic release of the Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any 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, subordination or recharacterization of the claims of any of the Second Lien Secured Parties, including any claims secured by the Collateral, or the avoidance or subordination of any Second Priority Lien (other than pursuant to the terms of this Agreement) or otherwise make any agreements or file any motions pertaining to the Second Lien Secured Obligations or the Second Priority Liens, in each case, to the extent not in contravention of the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies available to unsecured creditors to the extent (and only to the extent) provided in Section 3.03; (v) the Second Lien Secured Parties may join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Representative, to the extent that such action does not, and could not reasonably be expected to, materially interfere with any Enforcement Action by the First Lien Secured Parties and otherwise is not in contravention of the terms of this Agreement, it being further agreed that no Second Lien Secured Party may receive any Proceeds thereof unless expressly permitted herein; (vi) the Second Lien Secured Parties may bid for or purchase any Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the First Lien Representative, 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 Secured Obligations unless the proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Secured Obligations; (vii) subject to Section 3.02(a), the Second Lien Representative and the other Second Lien Secured Parties may commence or seek to commence, and maintain or seek to maintain, any Enforcement Action after the termination of the Standstill Period; (viii) the Second Lien Representative may inspect or appraise the Collateral so long as such actions do not interfere with, hinder or delay, in any manner, any enforcement or exercise of any rights or remedies of the First Lien Secured Parties under the First Lien Loan Documents or this Agreement and otherwise are not in contravention of the terms of this Agreement; (ix) the Second Lien Secured Parties may seek or commence an action to obtain specific performance or injunctive relief to compel a Grantor to comply with the delivery of financial information, the further assurances regarding perfection of Liens and the maintenance of insurance covenants under the Second Lien Loan Documents, to the extent such action is not an Enforcement Action, does not seek to enjoin a Disposition of Collateral consented to or approved by the First Lien Representative and otherwise is not in contravention of the terms of this Agreement; (x) the Second Lien Secured Parties may accelerate the Indebtedness under the Second Lien Loan Documents in accordance with the terms thereof; and (xi) the Second Lien Secured Parties may take any action or exercise any right or remedy with respect to any Shared Collateral the extent (and will also have only to the exclusive extent) provided in Article VI (the permitted actions described in clauses (i) through (xi) are collectively referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Secured Obligations has occurred, the sole right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Second Lien Representative and the other Second Lien Secured Parties with respect to the Pari Passu Lien Obligations may commence or maintain any Enforcement Action with respect Collateral shall be to receive the Shared Collateral; provided, however, that (i) the Collateral Agent Proceeds of the Pari Passu Collateral, if any, remaining after the Discharge of First Lien Secured Obligations has occurred and in accordance with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default Second Lien Loan Documents and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateralapplicable law.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce any rights and exercise any right or remedy remedies with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party; and no Second Lien Secured Party may, directly or indirectly, contest or otherwise hinder the First Lien Secured Parties’ ability to so enforce, exercise or commence; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations; (ii) the Second Lien Collateral Agent may take any action to preserve or protect the validity or enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be, inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any 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 any such claims secured by the Collateral, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise those rights and remedies as unsecured creditors as provided in Section 3.03; (v) in any Insolvency or Liquidation Proceeding, any Second Lien Secured Party may exercise rights expressly permitted pursuant to Article VI; and (Bvi) none subject to Section 3.02, the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of any applicable Standstill Period (but only if and to the extent that the First Lien Collateral Agent has not commenced, or is not diligently pursuing, the enforcement of rights or exercise remedies) (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, 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 Secured Parties with respect to the Pari Passu Collateral shall be to receive a share of the Proceeds of the Collateral, if any are payable to the Second Lien Obligations may commence or maintain any Enforcement Action Secured Parties in accordance with this Agreement (including after giving effect to Section 4.02) and the terms and conditions regarding payments from the Project Accounts set forth in Article VIII of the Second Lien Credit Agreement. (b) In exercising rights and remedies with respect to the Shared Collateral; provided, howeverthe First Lien Collateral Agent and/or the other First Lien Secured Parties may enforce the provisions of the First Lien Transaction Documents in accordance with the terms thereof and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur reasonable expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. Nothing in this Section 3.01(b) shall be construed to limit or restrict any rights or remedies that the Second Lien Secured Parties may have pursuant to Section 3.01(a). (ic) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that, subject to Section 3.01(a)(v), no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Transaction Document shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Secured Parties with respect to the Collateral Agent as set forth in this Agreement and the other First Lien Transaction Documents. (d) Notwithstanding anything in this Agreement to the contrary, following the acceleration of the Pari Passu Indebtedness then outstanding under the First Lien Obligations with Credit Agreement, the largest outstanding aggregate principal amount Second Lien Secured Parties may, at such time their sole expense and effort, upon notice to the Borrowers’ Agent and the First Lien Collateral Agent, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse, all (but not less than all) of the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of First Lien Obligations; provided that (x) the date on which the Controlling Pari Passu Agent declared the existence such assignment shall not conflict with any law, rule or regulation or order of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations any court or other Governmental Authority having jurisdiction, and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Second Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject tohave paid to the First Lien Collateral Agent, for the account of the First Lien Secured Parties, in immediately available funds, an amount equal to 100% of the principal of such Indebtedness, plus all accrued and bound byunpaid interest thereon, plus all covenants or agreements made in this Agreementaccrued and unpaid costs, fees and expenses plus all of any other First Lien Obligations then outstanding (b) each Agent will agreewhich shall include, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared CollateralInterest Rate Protection Agreements that constitute First Lien Obligations, 100% of the aggregate amount of such First Lien Obligations, giving effect to any netting arrangements that the applicable Borrower would be required to pay if such Interest Rate Protection Agreements were terminated at such time). In order to effectuate the foregoing, the First Lien Collateral Agent shall calculate, upon the written request of the Second Lien Collateral Agent (as directed by the Second Lien Required Lenders) from time to time, the amount in cash that would be necessary so to purchase the First Lien Obligations.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties may file proofs of claim or statements of interest with respect to the Second Lien Obligations; (ii) the Second Lien Collateral Agent may take any action to create, perfect, preserve or protect the validity and enforceability of the Second Priority Liens (provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of the Second Priority Liens provided in Section 3.04); (iii) the Second Lien Secured Parties may file any 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 any claims secured by the Collateral, or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors as provided in Section 3.03; (v) the Second Lien Secured Parties may vote on any plan of reorganization, make other filings and make any arguments and motions with respect to the Second Priority Liens that are, in each case, in accordance with the terms of this Agreement; (vi) the Second Lien Secured Parties may bid for or purchase Collateral for cash at any private or judicial foreclosure sale, in each case initiated by the First Lien Secured Parties; (vii) the Second Lien Secured Parties may hold a Lien on the Collateral pursuant to the Second Lien Security Documents for the period and to the extent granted therein; and (viii) subject to Section 3.02, the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, 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 Secured Parties with respect to the Pari Passu Second Priority Liens on the Collateral shall be to receive, after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action has occurred and in accordance with this Agreement, the Second Lien Security Documents and applicable law, proceeds, if any, of the Collateral subject thereto. (b) In exercising rights and remedies with respect to the Shared Collateral, the First Lien Collateral Agent and the other First Lien Secured Parties 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 their sole discretion and in accordance with this Agreement, the other First Lien Loan Documents and applicable law. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Collateral Agent agrees to provide prior written notice to the Second Lien Collateral Agent of its intention to foreclose upon or Dispose of any Collateral prior to the commencement of any actions to effect such foreclosure or Disposition (which notice shall be effective for all enforcement actions taken by the First Lien Collateral Agent after the date of such notice). (c) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Term Loan Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Loan Documents. (d) Notwithstanding anything herein to the contrary, following the acceleration of the Indebtedness then outstanding under the First Lien Credit Agreements, the Second Lien Secured Parties (or any of them) may, at their sole expense and effort, upon notice (any such notice being referred to as an “Exercise of a Buy-Out Right”) to the Borrower and the First Lien Collateral Agent (who shall promptly inform the First Lien Global Administrative Agent, the First Lien Canadian Administrative Agent and the First Lien Lenders thereof), request the First Lien Secured Parties to transfer and assign to such Second Lien Secured Parties, without warranty or representation or recourse, all (but not less than all) of the First Lien Obligations; provided, however, provided that (i) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority having jurisdiction; and (ii) such Second Lien Secured Parties shall have offered to pay to the First Lien Collateral Agent Agent, for the account of the Pari Passu First Lien Secured Parties, in immediately available funds, an amount equal to 100% of the principal of such Indebtedness, plus (A) all accrued and unpaid interest thereon, (B) all accrued and unpaid fees under the First Lien Credit Agreements and (C) all the other First Lien Obligations then outstanding (which shall include, with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of respect to (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal aggregate face amount of such Pari Passu the letters of credit outstanding under any First Lien Obligations Credit Agreement, an amount in cash equal to 105% thereof, and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent Hedging Agreements that constitute First Lien Obligations, 100% of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu First Lien Obligations (calculated in accordance with the terms of such Hedging Agreements and giving effect to any netting arrangements) that the applicable US Grantor would be required to pay if such Hedging Agreements were terminated at such time). Following any Exercise of a Buy-Out Right by any Second Lien Secured Parties in accordance with the terms of this Section, if all (ybut not less than all) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the First Lien Non-Controlling Pari Passu Agent of Consenting Lenders agree to transfer and assign the First Lien Obligations held by them, then each First Lien Consenting Lender shall be obligated to transfer and assign the First Lien Obligations held by it to such declaration of an Event of Default; provided, further, however, notwithstanding Second Lien Secured Parties contemporaneously with the expiration transfer and assignment of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment First Lien Obligations commences an Enforcement Action, neither held by the Controlling Pari Passu Agent, the First Lien Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving AgentConsenting Lenders, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect each case subject to the Shared Collateralreceipt of payment therefor determined in accordance with the immediately preceding sentence. Notwithstanding In order to effectuate the foregoing, (a) the Secured Parties First Lien Collateral Agent shall remain subject tocalculate, and bound byupon the written request of the Second Lien Collateral Agent from time to time, all covenants or agreements made the amount in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, cash that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect would be necessary so to any Shared Collateralpurchase the First Lien Obligations.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of First Priority Payment Lien Obligations and Claims has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Priority Agent and any Additional Agent on behalf of any Additional the other First Priority Payment Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Shared Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Shared Collateral), or to 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), in each case, without any consultation with or the consent of the Second Priority Agent or any other Second Priority Secured Party except as required pursuant to applicable law; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Priority Secured Parties may file a proof of claim or statement of interest with respect to the Second Priority Claims; (ii) the Second Priority Secured Parties may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be (A) materially adverse to the First Priority Liens or the rights of the First Priority Agent or any other First Priority Secured Party to exercise remedies as secured creditors in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Priority Secured Parties may file any 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 Priority Secured Parties, including any claims secured by the Shared Collateral or otherwise make any agreements or file any motions pertaining to the Second Priority Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(a); and (v) subject to Section 3.02(a), the Second Priority Agent and the other Second Priority Secured Parties may enforce any of their rights and exercise any right or remedy of their remedies with respect to any Shared Collateral and will also have after the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Priority Permitted Actions”). Except for the Second Priority Permitted Actions, unless and until the Discharge of First Priority Claims has occurred, the sole right of the Second Priority Agent and the other Second Priority Secured Parties with respect to the Pari Passu Shared Collateral shall be to receive the proceeds of the Shared Collateral, if any, remaining after the Discharge of First Priority Claims has occurred and in accordance with the Second Priority Debt Documents and applicable law. (b) Notwithstanding anything in this Agreement to the contrary, upon and during the occurrence of a Triggering Event, the Second Priority Secured Parties may, at their sole expense and effort, direct the Second Priority Agent to give notice to the Company and the First Priority Agent, require the First Priority Secured Parties to transfer and assign to the Second Priority Secured Parties (other than the Second Priority Trustee and the Second Priority Agent), without warranty or representation or recourse (other than the representation or warranty that such First Priority Claims are being transferred without any Lien Obligations may commence created by the First Priority Secured Parties), all (but not less than all) of the First Priority Claims and First Priority Security Documents (other than any fees that become due as a result of the prepayment of the notes, the loans and the other advances under, or maintain early termination of, the First Priority Debt Agreement); provided that (x) such assignment shall not conflict with any Enforcement Action law, rule or regulation or order of any court or other Governmental Authority having jurisdiction, and (y) the Second Priority Secured Parties shall have paid to the First Priority Agent, for the account of the First Priority Secured Parties, in immediately available funds, an amount equal to 100% of the principal of such Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid fees (other than any fees that become due as a result of the prepayment of the notes, the loans and other advances under, or early termination of, the First Priority Debt Agreement (such fees are referred to herein as “Termination Fees”)) plus all the other First Priority Claims then outstanding (which shall include, with respect to the aggregate face amount of the letters of credit outstanding under the First Priority Debt Agreement, an amount in cash as collateral equal to 105% thereof). In order to effectuate the foregoing, the First Priority Agent shall calculate, upon the written request of the Second Priority Agent (acting at the direction of the Second Priority Secured Parties) from time to time, the amount in cash that would be necessary so to purchase the First Priority Claims. If the right set forth in this Section 3.01(b) is exercised, (1) the parties shall endeavor to close promptly thereafter but in any event within ten Business Days of the notice set forth in the first sentence of this Section 3.01(b), (2) such purchase of the First Priority Claims shall be exercised pursuant to documentation mutually acceptable to each of the First Priority Agent and the Second Priority Agent (acting at the directions of the Second Priority Secured Parties), and (3) such First Priority Claims shall be purchased pro rata among the Second Priority Secured Parties (other than the Second Priority Trustee and the Second Priority Agent) giving written notice to the Second Priority Agent of their intent to exercise the purchase option hereunder according to such Second Priority Secured Parties’ portion of the Second Priority Claims outstanding on the date of purchase pursuant to this Section. When all letters of credit outstanding under the First Priority Debt Agreement have been cancelled with the consent of the beneficiary thereof, expired or have been fully drawn, any remaining cash collateral will be returned to the Second Priority Secured Parties that exercised their option to purchase (pro rata according to the amount of such First Priority Claims so purchased by such Second Priority Secured Parties). Notwithstanding anything to the contrary herein, if, at any time following the consummation of such transfer and assignment, the Second Priority Secured Parties recover any Termination Fees prior to the first anniversary of the date that such transfer and assignment is consummated, such Second Priority Secured Party shall turn over such fees to First Priority Secured Parties, but only after the principal due in respect of the Indebtedness then outstanding under the Second Priority Debt Agreement together with interest and fees due thereon and all First Priority Claims have been paid in full and prior to the payment of any fees that become due as a result of the prepayment of the Indebtedness then outstanding under the Second Priority Debt Agreement. (c) So long as the Discharge of First Priority Claims has occurred and the Discharge of Second Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Priority Agent and the other Second Priority Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Shared Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Shared Collateral), or to 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), in each case, without any consultation with or the consent of any Person that holds Excess Claims; providedprovided that, howevernotwithstanding the foregoing, that (i) in any Insolvency or Liquidation Proceeding, any such Person may file a proof of claim or statement of interest with respect to the Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and Excess Claims; (ii) any such Person may take any action to preserve or protect the Collateral Agent validity and enforceability of the Pari Passu Lien Obligations with Liens that would have constituted First Priority Liens but for the second largest outstanding aggregate principal amount at fact that such time Liens secure Excess Claims, provided that no such action is, or could reasonably be expected to be, (A) adverse to the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after Second Priority Liens or the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration rights of the Revolver Standstill Period, if the Revolving Collateral Second Priority Agent or any other Second Priority Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of such Liens provided in Section 3.05; (iii) any such Person may file any 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 such Person, including any claims secured by the Shared Collateral Agent on behalf or otherwise make any agreements or file any motions pertaining to the Excess Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) any such Person may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(b) (the actions described in this proviso being referred to herein as the “Excess Claims Permitted Actions”). Except for the Excess Claims Permitted Actions, unless and until the Discharge of Second Priority Claims has occurred, the sole right of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action Person holding Excess Claims with respect to the Shared Collateral shall be to receive the proceeds of the Shared Collateral. Notwithstanding , if any, remaining after the foregoingoccurrence of the Discharge of First Priority Claims and the Discharge of the Second Priority Claims and in accordance with the agreements, instruments and other documents evidencing or governing the Excess Claims and applicable law. (ad) the Secured Parties shall remain subject toThe First Priority Agent, for itself and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related the other First Priority Secured Parties shall cooperate in a commercially reasonable manner with each other agent hereby acknowledges and agrees that no covenant, agreement or trustee and its related secured parties restriction contained in any enforcement agreement, instrument or other document that evidences or governs any Excess Claims (other than the provisions of this Agreement that inure to the benefit of the First Priority Secured Parties) shall be deemed to restrict in any way the rights and remedies of the Second Priority Agent or any exercise of remedies the other Second Priority Secured Parties with respect to any the Shared CollateralCollateral as set forth in this Agreement and the other Second Priority Debt Documents.

Exercise of Rights and Remedies. At any time prior to the Discharge of Priority Payment Lien Obligations and whether (a) Whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional the other First Lien Secured Parties on the one hand and the Second Lien Collateral Agent and the Second Lien Secured Parties on behalf of any Additional Priority Payment Lien Obligations the other hand shall each have the exclusive right their respective rights to enforce rights and exercise remedies (including any right or remedy with respect to any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (Bof setoff) none of the Secured Parties with respect to the Pari Passu Lien Obligations may commence Collateral (including making determinations regarding the release, Disposition or maintain any Enforcement Action restrictions with respect to the Shared Collateral; provided), howeveror to 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), that (i) in each case, without any consultation with or the Collateral Agent consent of the Pari Passu Second Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Second Lien Secured Party or the First Lien Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent First Lien Secured Party, respectively; provided that no such action is, or could reasonably be expected to be, inconsistent with the terms of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent this Agreement. (b) In exercising rights and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action remedies with respect to the Shared Collateral. Notwithstanding , each Collateral Agent and the foregoing, (a) the other Secured Parties shall remain subject to, may enforce the provisions of their respective Lien Documents and bound byexercise remedies thereunder, all covenants in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or agreements made any other Bankruptcy Law, provided that no such action is, or could reasonably be expected to be, inconsistent with the terms of this Agreement (c) Nothing in this Agreement, and (b) each Agreement shall prohibit the receipt by the Second Lien Collateral Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise other Second Lien Secured Party of remedies with respect to any Shared Collateralthe required regular payments of principal, premium, interest, fees and other amounts due under the Second Lien Documents.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of First Priority Payment Lien Obligations and Claims has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Priority Agent and any Additional Agent on behalf of any Additional the other First Priority Payment Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy with respect to any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (Bof setoff) none of the Secured Parties with respect to the Pari Passu Lien Obligations may commence Shared Collateral (including making determinations regarding the release, Disposition or maintain any Enforcement Action restrictions with respect to the Shared Collateral), or to 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), in each case, without any consultation with or the consent of the Second Priority Agent or any other Second Priority Secured Party except as required pursuant to applicable law; providedprovided that, howevernotwithstanding the foregoing, that (i) in any Insolvency or Liquidation Proceeding, the Collateral Agent Second Priority Secured Parties may file a proof of claim or statement of interest with respect to the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and Second Priority Claims; (ii) the Collateral Agent Second Priority Secured Parties may take any action to preserve or protect the validity and enforceability of the Pari Passu Lien Obligations with Second Priority Liens, provided that no such action is, or could reasonably be expected to be (A) materially adverse to the second largest outstanding aggregate principal amount at such time (First Priority Liens or the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration rights of the Revolver Standstill Period, if the Revolving Collateral First Priority Agent or any other Collateral Agent on behalf First Priority Secured Party to exercise remedies as secured creditors in respect thereof or (B) otherwise inconsistent with the terms of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Priority Secured Parties may file any 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 Priority Secured Parties, including any claims secured by the Shared Collateral or otherwise make any agreements or file any motions pertaining to the Second Priority Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(a); and (bv) each Agent will agreesubject to Section 3.02(a), on behalf of itself and its related secured parties, that such the Second Priority Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each the other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateral.Second Priority Secured

Exercise of Rights and Remedies. At any time prior to So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy with respect to any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (Bof setoff) none of the Secured Parties with respect to the Pari Passu Lien Obligations may commence Collateral (including making determinations regarding the release, Disposition or maintain any Enforcement Action restrictions with respect to the Shared Collateral; provided), howeveror to 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), that (i) in each case, without any consultation with or the Collateral Agent consent of the Pari Passu Second Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Secured Parties may file proofs of claim or statements of interest with respect to the Second Lien Obligations; (ii) the Second Lien Collateral Agent on behalf may take any action to create, perfect, preserve or protect the validity and enforceability of any Additional the Second Priority Payment Liens (provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Collateral Agent or any other Collateral Agent First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of the Second Priority Liens provided in Section 3.04); (iii) the Second Lien Secured Parties may file any Pari Passu 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 Obligations shall commence Secured Parties, including any claims secured by the Collateral, or continue an Enforcement Action. The Revolving Agentotherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the Revolving Collateral Agent extent not inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors as provided in Section 3.03; (v) the Second Lien Secured Parties may vote on any plan of reorganization, make other Collateral Agent behalf of filings and make any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action arguments and motions with respect to the Shared Collateral. Notwithstanding Second Priority Liens that are, in each case, in accordance with the foregoing, terms of this Agreement; (avi) the Second Lien Secured Parties shall remain subject tomay bid for or purchase Collateral for cash at any private or judicial foreclosure sale, in each case initiated by the First Lien Secured Parties; (vii) the Second Lien Secured Parties may hold a Lien on the Collateral pursuant to the Second Lien Security Documents for the period and bound by, all covenants or agreements made in this Agreement, to the extent granted therein; and (bviii) each Agent will agreesubject to Section 3.02, on behalf of itself and its related secured parties, that such the Second Lien Collateral Agent and its Related the other Second Lien Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee may enforce any of their rights and its related secured parties in exercise any enforcement of rights or any exercise of their remedies with respect to any Shared Collateral.the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, unless and until the Discharge of First Lien Obligations has occurred, the sole right of the Second Lien Collateral Agent

Exercise of Rights and Remedies. At any time prior to So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations; (ii) the Second Lien Collateral Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any 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 any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03; and (v) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, 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 Secured Parties with respect to the Pari Passu Collateral shall be to receive a share of the proceeds of the Collateral, if any, after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent of the Pari Passu Lien Obligations has occurred and in accordance with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default Second Lien Loan Documents and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateralapplicable law.

Exercise of Rights and Remedies. At any time prior (a) Subject to subsection (b) below, so long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of First Lien Agents and, subject to the Pulitzer Entities that own Shared CollateralFirst Lien Intercreditor Agreement, (A) the Revolving Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment other First Lien Obligations Secured Parties, shall have the exclusive right to take, commence or seek to commence and maintain or seek to maintain any Collateral Enforcement Action and may do so, in each case, without any consultation with or the consent of any Second Lien Collateral Agent or any other Second Lien Secured Party. (b) Except for the Second Lien Permitted Actions, which for the avoidance of doubt shall be allowed to be taken by any Second Lien Collateral Agent, acting on the instructions of the Applicable Second Lien Representative, unless and until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agents and the other Second Lien Secured Parties will not (i) commence (or file with any court documents that seek to commence) or maintain or seek to maintain any Collateral Enforcement Action or (ii) commence (or file with any court documents that seek to commence) or join with any Person (other than a First Lien Collateral Agent) in commencing, or petition or vote in favor of any resolution for, any action or proceeding with respect to any Collateral Enforcement Action with respect to the Shared Collateral without the written consent of the Applicable First Lien Representative; provided that any Second Lien Collateral Agent, acting on the instruction of the Applicable Second Lien Representative, may exercise any Collateral Enforcement Action (other than any remedies the exercise of which is otherwise prohibited by this Agreement) after a period of [180]8 consecutive days has elapsed from the later of (i) the date of delivery of written notice by the Applicable Second Lien Representative to each First Lien Agent, certifying that such Person is the Applicable Second Lien Representative, stating that a Second Lien Event of Default with respect to any Series of Second Lien Obligations has occurred and is continuing and that such Second Lien Obligations are currently due and payable in full (whether as a result of acceleration or otherwise) and stating its intention to exercise a Collateral Enforcement Action and (ii) the actual occurrence of a Second Lien Event of Default of such Series of Second Lien Obligations and such Second Lien Obligations under the applicable Second Lien Credit Documents being due and payable in full (the “Junior Standstill Period”), and then such Second Lien Collateral Agent and Second Lien Secured Parties may exercise any Collateral Enforcement Action only so long as (A) no First Lien Secured Party shall have commenced (or attempted to commence or given notice of its intent to commence) any Collateral Enforcement Action with respect to the Shared Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) and is diligently pursuing the same, and such Second Lien Collateral Agent and/or Second Lien Secured Party has notice of such commencement or attempt to commence and (B) no Grantor which has granted a Lien on Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. (c) Except as expressly set forth in this Agreement, each First Lien Agent and First Lien Secured Party and, without limiting and subject to Sections 3.01(b) and 3.02 and the other limitations on such action set forth herein, each Second Lien Collateral Agent and Second Lien Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to take Collateral Enforcement Action (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the creditors represented thereby); provided that the exercise of Collateral Enforcement Action with respect to the Shared Collateral shall be subject to the Lien Priority and to the provisions of this Agreement. Each First Lien Agent and First Lien Secured Party may enforce the provisions of the applicable First Lien Credit Documents, each Second Lien Collateral Agent and Second Lien Secured Party may enforce the provisions of the applicable Second Lien Credit Documents, and each First Lien Agent, First Lien Secured Party, Second Lien Collateral Agent and Second Lien Secured Party may exercise Collateral Enforcement Action, all in such order and in such manner as each may determine in the exercise of its sole discretion, but in any case consistent with the terms of this Agreement, any other applicable intercreditor agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable [8] NTD: This number may be such other number of days as Holdings, the Applicable First Lien Representative and the Initial Second Lien Representative may agree upon. Parties, solely as among such Parties and the Secured Parties represented thereby). Each First Lien Collateral Agent shall provide each Second Lien Collateral Agent and the Applicable Second Lien Representative reasonable prior notice of its initial material Collateral Enforcement Action. Each Second Lien Collateral Agent shall provide each First Lien Agent reasonable prior written notice of its initial material Collateral Enforcement Action. (d) Each Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Credit Document shall be deemed to restrict in any way the rights and remedies of the First Lien Agents or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Credit Documents. (e) In connection with any Collateral Enforcement Action, each Secured Party and each Collateral Agent representing that Secured Party, solely as among themselves in such capacity and solely for their mutual benefit, hereby agree that (i) each First Lien Collateral Agent shall only take, direct or exercise any right or remedy with respect to the First Lien Collateral as set forth in the First Lien Intercreditor Agreement and (ii) each Second Lien Collateral Agent shall only take, direct or exercise any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Secured Parties with respect to the Pari Passu Second Lien Obligations may commence or maintain any Enforcement Action with respect to Collateral on the Shared Collateral; provided, however, that (i) the Collateral Agent instructions of the Pari Passu Applicable Second Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared CollateralRepresentative.

Exercise of Rights and Remedies. At any time prior to the Discharge of Priority Payment Lien Obligations and whether (a) Whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and the other First Lien Secured Parties on the one hand and the Second Lien Collateral Agent and the Second Lien Secured Parties on the other hand shall each have their respective rights to enforce rights and exercise remedies (including any Additional right of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to 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), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party or the First Lien Collateral Agent or any other First Lien Secured Party, respectively; provided that no such action is, or could reasonably be expected to be, inconsistent with the terms of this Agreement. (b) In exercising rights and remedies with respect to the Collateral, each Collateral Agent and the other Secured Parties may enforce the provisions of their respective Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law, provided that no such action is, or could reasonably be expected to be, inconsistent with the terms of this Agreement (c) Nothing in this Agreement shall prohibit the receipt by the Second Lien Collateral Agent or any other Second Lien Secured Party of the required regular payments of principal, premium, interest, fees and other amounts due under the Second Lien Documents. (d) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Additional Priority Payment Second Lien Obligations Document (other than this Agreement) shall have be deemed to restrict in any way the exclusive right to exercise any right or remedy with respect to any Shared Collateral rights and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none remedies of the First Lien Collateral Agent or the other First Lien Secured Parties with respect to the Pari Passu Lien Obligations may commence or maintain any Enforcement Action with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent as set forth in this Agreement and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment First Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared CollateralDocuments.

Exercise of Rights and Remedies. At any time prior (a) Subject to subsection (b) below, so long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of First Lien Agents and, subject to the Pulitzer Entities that own Shared CollateralFirst Lien Intercreditor Agreement, (A) the Revolving Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment other First Lien Obligations Secured Parties, shall have the exclusive right to take, commence or seek to commence and maintain or seek to maintain any Collateral Enforcement Action and, with respect to Obligations of any Non-US Loan Party, any other Enforcement Action, and may do so, in each case, without any consultation with or the consent of any Second Lien Collateral Agent or any other Second Lien Secured Party. (b) Except for the Second Lien Permitted Actions, which for the avoidance of doubt shall be allowed to be taken by any Second Lien Collateral Agent, acting on the instructions of the Applicable Second Lien Representative, unless and until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agents and the other Second Lien Secured Parties will not (i) commence (or file with any court documents that seek to commence) or maintain or seek to maintain any Collateral Enforcement Action or (ii) commence (or file with any court documents that seek to commence) or join with any person (other than a First Lien Collateral Agent) in commencing, or petition or vote in favor of any resolution for, any action or proceeding with respect to any Collateral Enforcement Action with respect to the Shared Collateral without the written consent of the Applicable First Lien Representative; provided that any Second Lien Collateral Agent, acting on the instruction of the Applicable Second Lien Representative, may exercise any Collateral Enforcement Action and, with respect to Obligations of any Non-US Loan Party, any other Enforcement Action (in each case other than any remedies the exercise of which is otherwise prohibited by this Agreement) after a period of [180] consecutive days has elapsed from the later of (i) the date of delivery of written notice by the Applicable Second Lien Representative to each First Lien Agent, certifying that such Person is the Applicable Second Lien Representative, stating that a Second Lien Event of Default with respect to any Series of Second Lien Obligations has occurred and is continuing and that such Second Lien Obligations are currently due and payable in full (whether as a result of acceleration or otherwise) and stating its intention to exercise a Collateral Enforcement Action and (ii) the actual occurrence of a Second Lien Event of Default of such Series of Second Lien Obligations and such Second Lien Obligations under the applicable Second Lien Credit Documents being due and payable in full (the “Junior Standstill Period”), and then such Second Lien Collateral Agent and Second Lien Secured Parties may exercise any Collateral Enforcement Action or, with respect to Obligations of any Non-US Loan Parties, other Enforcement Action only so long as (A) no First Lien Secured Party shall have commenced (or attempted to commence or given notice of its intent to commence) any Collateral Enforcement Action with respect to the Shared Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency Proceeding) and is diligently pursuing the same, and such Second Lien Collateral Agent and/or Second Lien Secured Party has notice of such commencement or attempt to commence and (B) no Grantor which has granted a Lien on Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. (c) Except as expressly set forth in this Agreement, each First Lien Agent and First Lien Secured Party and, without limiting and subject to Sections 3.01(b) and 3.02 and the other limitations on such action set forth herein, each Second Lien Collateral Agent and Second Lien Secured Party shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to take Collateral Enforcement Action (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the creditors represented thereby); provided that the exercise of Collateral Enforcement Action with respect to the Shared Collateral shall be subject to the Lien Priority and to the provisions of this Agreement. Each First Lien Agent and First Lien Secured Party may enforce the provisions of the applicable First Lien Credit Documents, each Second Lien Collateral Agent and Second Lien Secured Party may enforce the provisions of the applicable Second Lien Credit Documents, and each First Lien Agent, First Lien Secured Party, Second Lien Collateral Agent and Second Lien Secured Party may exercise Collateral Enforcement Action, all in such order and in such manner as each may determine in the exercise of its sole discretion, but in any case consistent with the terms of this Agreement, any other applicable intercreditor agreement and mandatory provisions of applicable law (except as may be separately otherwise agreed in writing by and between or among any applicable Parties, solely as among such Parties and the Secured Parties represented thereby). Each First Lien Collateral Agent shall provide each Second Lien Collateral Agent and the Applicable Second Lien Representative reasonable prior notice of its initial material Collateral Enforcement Action. Each Second Lien Collateral Agent shall provide each First Lien Agent reasonable prior written notice of its initial material Collateral Enforcement Action. (d) Each Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Credit Document shall be deemed to restrict in any way the rights and remedies of the First Lien Agents or the other First Lien Secured Parties with respect to the Collateral as set forth in this Agreement and the other First Lien Credit Documents. (e) In connection with any Collateral Enforcement Action or, with respect to Obligations of any Non-US Loan Parties, Enforcement Action, each Secured Party and each Collateral Agent representing that Secured Party, solely as among themselves in such capacity and solely for their mutual benefit, hereby agree that (i) each First Lien Collateral Agent shall only take, direct or exercise any right or remedy with respect to the First Lien Collateral as set forth in the First Lien Intercreditor Agreement and (ii) each Second Lien Collateral Agent shall only take, direct or exercise any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Secured Parties with respect to the Pari Passu Second Lien Obligations may commence or maintain any Enforcement Action with respect to Collateral on the Shared Collateral; provided, however, that (i) the Collateral Agent instructions of the Pari Passu Applicable Second Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared CollateralRepresentative.

Exercise of Rights and Remedies. At any time prior to the Discharge of Priority Payment Lien Revolving Credit Obligations and after the occurrence and during the continuance of a Trigger Event, Adjusted Trigger Event or Revolving Credit Event of Default, whether or not an Insolvency Proceeding has commenced by or against the Borrower or any of the Pulitzer Entities Loan Parties that own Shared Collateral, (A) the Revolving Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment Lien Obligations shall have the exclusive right to exercise any right or remedy with respect to any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Secured Parties with respect to the Other Pari Passu Lien Obligations (other than the Revolving Agent pursuant to subclause (A) of this Section 3.01(a)) may commence or maintain any Enforcement Action with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent on behalf of the Other Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (but excluding the Revolving Agent) (the “Initial Controlling Other Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 180 days after the earlier of (x) the date on which the Initial Controlling Other Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Other Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Initial Controlling Other Pari Passu Agent of such declaration of an Event of Default (the “Revolver Initial Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default); provided, further, however, notwithstanding the expiration of the Revolver any Initial Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Initial Controlling Pari Passu Agent, the Non-Controlling Other Pari Passu Agent or nor any other Collateral Agent on behalf of any Other Pari Passu Lien Obligations (other than the Revolving Agent pursuant to subclause (A) of this Section 3.01(a)) shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are is under no obligation to consult with any Collateral Agent on behalf of any Other Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding After the foregoingexpiration of the Initial Standstill Period, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Initial Controlling Other Pari Passu Agent will agree, is under no obligation to consult with any Agent on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate any Other Pari Passu Lien Obligations or Revolving Credit Obligations (Capped) in a commercially reasonable manner connection with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies an Enforcement Action with respect to any the Shared Collateral.

Exercise of Rights and Remedies. At any time prior to So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared action or proceeding with respect to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, (A) the Second Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations and will also the Second Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement and (B) the Third Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Third Lien Obligations and the Third Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement; (ii) each of the Second Lien Collateral Agent and Third Lien Collateral Agent may take any action to perfect, preserve or protect the validity and enforceability of the Second Priority Liens and Third Priority Liens, respectively, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens and Third Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties and Third Lien Secured Parties 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 the Second Lien Secured Parties or Third Lien Secured Parties, respectively, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations and Third Lien Secured Parties, respectively, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) each of the Second Lien Collateral Agent, any Second Lien Secured Party, the Third Lien Collateral Agent and any Third Lien Secured Party may vote on a plan of reorganization; (v) each of the Second Lien Note Holders and the Third Lien Note Holders may accelerate the Second Lien Obligations and the Third Lien Obligations pursuant to the terms of the Second Lien Note Documents and the Third Lien Note Documents, respectively; and (vi) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions of the Second Lien Secured Parties described in this proviso being referred to herein as the Second Lien Permitted Actions and the actions of the Third Lien Secured Parties described in this proviso being referred to herein as the Primary Third Lien Permitted Actions). After the Discharge of First Lien Obligations and so long as the Discharge of Second Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right to determine enforce rights and exercise remedies (including any right of setoff) with respect to the time and method and place for exercising such right Collateral (including making determinations regarding the release, Disposition or remedy restrictions with respect to the Collateral), or conducting to commence or seek to commence any action or proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Third Lien Collateral Agent or any other Third Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Third Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Third Lien Obligations and the Third Lien Secured Parties may vote such claims to the extent not inconsistent with the terms of this Agreement; (ii) the Third Lien Collateral Agent may take any action to perfect, preserve or protect the validity and enforceability of the Third Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the Second Priority Liens or the rights of the Second Lien Collateral Agent or any other Second Lien Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Third Priority Liens provided in Section 3.04; (iii) the Third Lien Secured Parties 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 the Third Lien Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Third Lien Secured Parties, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) each of the Third Lien Collateral Agent and any Third Lien Secured Party may vote on a plan of reorganization; and (v) the Third Lien Note Holders may accelerate the Third Lien Obligations pursuant to the terms of the Third Lien Note Documents (the actions described in this proviso being referred to herein as the Secondary Third Lien Permitted Actions and, together with the Primary Third Lien Permitted Actions, the Third Lien Permitted Actions). Except for the Second Lien Permitted Actions, 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 Secured Parties with respect to the Pari Passu Collateral shall be to receive a share of the proceeds of the Collateral, if any, after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action has occurred and in accordance with the Second Lien Note Documents and applicable law. Except for the Third Lien Permitted Actions, unless and until the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has occurred, the sole right of the Third Lien Collateral Agent and the other Third Lien Secured Parties with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent shall be to receive a share of the Pari Passu Lien Obligations with proceeds of the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action Collateral, if any, after the passage Discharge of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu First Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent Discharge of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Second Lien Obligations has occurred and in accordance with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default Third Lien Note Documents and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared Collateralapplicable law.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations; (ii) the Second Lien Collateral Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any 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 any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03; and (v) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, 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 Secured Parties with respect to the Pari Passu Collateral shall be to receive a share of the proceeds of the Collateral, if any, after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action has occurred and in accordance with the Second Lien Loan Documents and applicable law. (b) In exercising rights and remedies with respect to the Shared Collateral; provided, howeverthe First Lien Collateral Agent and the other First Lien Secured Parties may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, that (i) all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Collateral Agent agrees to provide at least five days’ prior written notice to the Second Lien Collateral Agent of its intention to foreclose upon or Dispose of any Collateral. (c) The Second Lien Collateral Agent, for itself and on behalf of the Pari Passu other Second Lien Obligations Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Secured Parties with respect to the largest Collateral as set forth in this Agreement and the other First Lien Loan Documents. (d) Notwithstanding anything in this Agreement to the contrary, following the acceleration of the Indebtedness then outstanding aggregate principal amount under the First Lien Credit Agreement, the Second Lien Secured Parties may, at such time their sole expense and effort, upon notice to the Borrower and the First Lien Collateral Agent, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse, all (but not less than all) of the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of First Lien Obligations; provided that (x) the date on which the Controlling Pari Passu Agent declared the existence such assignment shall not conflict with any law, rule or regulation or order of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations any court or other Governmental Authority having jurisdiction, and (y) the date on which Second Lien Secured Parties shall have paid to the Revolving First Lien Collateral Agent received notice from Agent, for the Controlling Pari Passu Agent account of the First Lien Secured Parties, in immediately available funds, an amount equal to 100% of the principal of such declaration Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid Fees (as defined in the First Lien Credit Agreement) plus all the other First Lien Obligations then outstanding (which shall include, with respect to (i) the aggregate face amount of the letters of credit outstanding under the First Lien Credit Agreement, an Event of Default (the “Revolver Standstill Period”) amount in cash equal to 105% thereof, and (ii) the Collateral Agent Hedging Agreements that constitute First Lien Obligations, 100% of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu First Lien Obligations and (ygiving effect to any netting arrangements) that the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of applicable Loan Party would be required to pay if such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement ActionHedging Agreements were terminated at such time). The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation In order to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding effectuate the foregoing, (a) the Secured Parties First Lien Collateral Agent shall remain subject tocalculate, and bound byupon the written request of the Second Lien Collateral Agent from time to time, all covenants or agreements made the amount in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, cash that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect would be necessary so to any Shared Collateralpurchase the First Lien Obligations.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the First Lien Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the First Lien Collateral), or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Indenture Obligations, (ii) the Second Lien Collateral Agent may take any action to preserve or protect the validity and enforceability of the Second-Priority Liens (provided that no such action is, or could reasonably be expected to be, (A) adverse to the First-Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Second-Priority Liens provided in Section 3.04), (iii) the Second Lien Collateral 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 the Second Lien Secured Parties, including any claims secured by the Second Lien Collateral or otherwise make any agreements or file any motions pertaining to the Indenture Obligations, in each case, to the extent not inconsistent with the terms of this Agreement, (iv) the Second Lien Collateral Agent may exercise rights and remedies as an unsecured creditor, as provided in Section 3.03, and (v) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Second Lien Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, 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 Secured Parties with respect to the Pari Passu Collateral shall be to receive a share of the proceeds of the Second Lien Collateral, if any, after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action has occurred and in accordance with the Second Lien Loan Documents and applicable law. (b) In exercising rights and remedies with respect to the Shared Collateral, the First Lien Collateral Agent and the other First Lien Secured Parties 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 their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of First Lien Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Collateral Agent agrees to provide at least ten Business Days’ prior written notice to the Second Lien Collateral Agent of its intention to foreclose upon or Dispose of any First Lien Collateral. (c) The Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Collateral Document or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Secured Parties with respect to the First Lien Collateral as and to the extent set forth in this Agreement and the other First Lien Loan Documents, including the right of the First Lien Collateral Agent to permit any Grantor to Dispose of First Lien Collateral to a Person not affiliated with any Grantor. (d) Notwithstanding anything in this Agreement to the contrary, following the occurrence of an acceleration of any First Lien Obligations, the Second Lien Secured Parties may, at their sole expense and effort, upon irrevocable notice to the Company and the First Lien Collateral Agent, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse, all (but not less than all) of the First Lien Obligations; provided, however, provided that (i) the Collateral Agent such assignment shall not conflict with any law, rule or regulation or order of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) any court or other governmental authority having jurisdiction, and (ii) the Second Lien Secured Parties shall have paid to the First Lien Collateral Agent Agent, for the account of the Pari Passu First Lien Obligations with the second largest outstanding aggregate principal Secured Parties, in immediately available funds, an amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage equal to 100% of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu the First Lien Obligations that constitute loans or advances plus all accrued and unpaid interest thereon plus all accrued and unpaid fees (other than any fees that become due as a result of the prepayment of the loans and other advances under, or early termination of, the Credit Agreement (such fees are referred to hereinafter as “Termination Fees”)) plus all the other First Lien Obligations then outstanding (which shall include, with respect to (A) the aggregate face amount of the letters of credit outstanding under the Credit Agreement, an amount in cash equal to 103% thereof, and (yB) each interest rate hedging, cap, collar, swap or other similar agreements that evidence any First Lien Obligations, 100% of the date on which aggregate amount of such First Lien Obligations, after giving effect to any netting arrangements, that the Revolving applicable Grantor would be required to pay if such interest rate hedging, cap, collar, swap or other similar agreements were terminated at such time). In order to effectuate the foregoing, the First Lien Collateral Agent shall calculate, upon the written request of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class, the amount in cash that would be necessary so to purchase the First Lien Obligations. If the right set forth in this Section 3.01(d) is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten Business Days of the request set forth in the first sentence of this Section 3.01(d). If the Second Lien Secured Parties exercise the right set forth in this Section 3.01(d), it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Controlling Pari Passu Agent received notice from Second Lien Required Lenders. Notwithstanding anything to the Non-Controlling Pari Passu Agent contrary herein, upon the consummation of such declaration of an Event of Default; providedtransfer and assignment, further, however, notwithstanding Termination Fees shall no longer constitute First Lien Obligations but shall instead be deemed to constitute Excess Claims and remain payable to the expiration First Lien Collateral Agent for the benefit of the Revolver Standstill Period, if First Lien Secured Parties. It is understood and agreed that the Revolving Second Lien Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are have no substantive obligations under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action this paragraph (d) (including with respect to the Shared Collateral. Notwithstanding the foregoing, (anegotiation of any documentation) the Secured Parties and shall remain subject to, and bound by, all covenants or agreements made act solely in this Agreement, and (b) each Agent will agree, a ministerial capacity on behalf of itself and its related secured parties, that such Agent and its Related the Second Lien Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to any Shared CollateralParties.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Priority Payment First Lien Obligations and has not occurred, whether or not an any Insolvency or Liquidation Proceeding has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving First Lien Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment the other First Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding), in each case, without any consultation with or the consent of the Second Lien Collateral Agent or any other Second Lien Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Lien Collateral Agent may file a proof of claim or statement of interest with respect to the Second Lien Obligations; (ii) the Second Lien Collateral Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Lien Collateral Agent or any other First Lien Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Lien Secured Parties may file any 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 any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Lien Obligations, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03; and (v) subject to Section 3.02(a), the Second Lien Collateral Agent and the other Second Lien Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the “Second Lien Permitted Actions”). Except for the Second Lien Permitted Actions, 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 Secured Parties with respect to the Pari Passu Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Lien Obligations may commence or maintain any Enforcement Action has occurred and in accordance with the Second Lien Loan Documents and applicable law. (b) In exercising rights and remedies with respect to the Shared Collateral; provided, howeverthe First Lien Collateral Agent and the other First Lien Secured Parties may enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, that (i) all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Lien Collateral Agent agrees to provide at least five days’ prior written notice to the Second Lien Collateral Agent of its intention to foreclose upon or Dispose of any Collateral. (c) The Second Lien Collateral Agent, for itself and on behalf of the Pari Passu other Second Lien Obligations Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Security Document or any other Second Lien Loan Document shall be deemed to restrict in any way the rights and remedies of the First Lien Collateral Agent or the other First Lien Secured Parties with respect to the largest Collateral as set forth in this Agreement and the other First Lien Loan Documents. (d) Notwithstanding anything in this Agreement to the contrary, following the acceleration of the Indebtedness then outstanding aggregate principal amount under the First Lien Credit Agreement, the Second Lien Secured Parties may, at such time their sole expense and effort, upon notice to the Borrower and the First Lien Collateral Agent, require the First Lien Secured Parties to transfer and assign to the Second Lien Secured Parties, without warranty or representation or recourse, all (but not less than all) of the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of First Lien Obligations; provided that (x) the date on which the Controlling Pari Passu Agent declared the existence such assignment shall not conflict with any law, rule or regulation or order of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations any court or other Governmental Authority having jurisdiction, and (y) the date on which Second Lien Secured Parties shall have paid to the Revolving First Lien Collateral Agent received notice from Agent, for the Controlling Pari Passu Agent account of the First Lien Secured Parties, in immediately available funds, an amount equal to 100% of the principal of such declaration Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid Fees (as defined in the First Lien Credit Agreement) plus all the other First Lien Obligations then outstanding (which shall include, with respect to (i) the aggregate face amount of the letters of credit outstanding under the First Lien Credit Agreement, an Event of Default (the “Revolver Standstill Period”) amount in cash equal to 105% thereof, and (ii) the Collateral Agent Hedging Agreements that constitute First Lien Obligations, 100% of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu First Lien Obligations and (ygiving effect to any netting arrangements) that the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of applicable Loan Party would be required to pay if such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement ActionHedging Agreements were terminated at such time). The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation In order to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding effectuate the foregoing, (a) the Secured Parties First Lien Collateral Agent shall remain subject tocalculate, and bound byupon the written request of the Second Lien Collateral Agent from time to time, all covenants or agreements made the amount in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, cash that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect would be necessary so to any Shared Collateralpurchase the First Lien Obligations.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of Revolving Loan Priority Payment Lien Obligations and Debt has not occurred, whether or not an any Insolvency Proceeding has been commenced by or against any Grantor, Term Loan Agent, for itself and on behalf of the Borrower other Term Loan Secured Parties: (i) will not take any Enforcement Action with respect to any Revolving Loan Priority Collateral or commence or join with any Person (other than Revolving Loan Agent with its consent) in commencing, or filing a petition for, any action or proceeding with respect to such rights or remedies (including any foreclosure action), except, that, subject at all times to the provisions of Section 4 of this Agreement and to Section 3.1(a)(ii) of this Agreement, Term Loan Agent may take an Enforcement Action or commence or join in any such action as to any Revolving Loan Priority Collateral commencing one hundred eighty (180) days after the date of the receipt by Revolving Loan Agent of written notice from Term Loan Agent of the declaration by Term Loan Secured Parties of a Term Loan Event of Default in accordance with the terms of the Term Loan Documents (as in effect on the date hereof or as amended not in violation of this Agreement) that is continuing and the written demand by Term Loan Secured Parties of the immediate payment in full of all of the Term Loan Debt under the Term Loan Documents so long as such Term Loan Event of Default has not been cured or waived (such period being referred to herein as the “Term Loan Standstill Period”); provided, that, (A) in the event that at any time after the Term Loan Agent has sent a notice to Revolving Loan Agent to commence the Term Loan Standstill Period, the Term Loan Event of Default that was the basis for such notice is cured or waived and no other Term Loan Events of Default have occurred and are then continuing, then the notice shall automatically and without further action of the parties be deemed rescinded and no Term Loan Standstill Period shall be deemed to have been commenced; (B) the Term Loan Standstill Period shall be tolled for any period during which Revolving Loan Agent is stayed from taking any Enforcement Action pursuant to any Insolvency Proceeding or court order, so long as the Revolving Loan Agent has used its commercially reasonable efforts to have such stay lifted; (C) prior to taking any such Enforcement Action or commencing or petitioning for any such action or proceeding, after the end of the Term Loan Standstill Period, Term Loan Agent shall give Revolving Loan Agent not more than ten (10) Business Days’ and not less than five (5) Business Days’ prior written notice of the intention of Term Loan Agent or any other Term Loan Secured Party to take an Enforcement Action or commence or petition for any such action or proceeding, including specifying the rights and remedies that it intends to exercise, which notice may be sent prior to the end of the Term Loan Standstill Period; and (D) notwithstanding anything to the contrary contained in this Section 3.1(a)(i), Term Loan Agent and the other Term Loan Secured Parties may take an Enforcement Action against any specific item or items of the Revolving Loan Priority Collateral or commence or petition for any action or proceeding with respect to such rights or remedies after the end of the Term Loan Standstill Period, unless Revolving Loan Agent or any other Revolving Loan Secured Party is diligently pursuing in good faith an Enforcement Action against U.S. Grantors and/or all or any material portion of the Revolving Loan Priority Collateral or such item or items of Revolving Loan Priority Collateral, including, without limitation, any of the Pulitzer Entities that own Shared following: solicitation of bids from third parties to conduct the liquidation of all or any material portion of the Revolving Loan Priority Collateral, (A) the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of the Revolving Collateral Loan Priority Collateral, the notification of account debtors that owe all or a material portion of the accounts to make payments to the Revolving Loan Agent and any Additional Agent on behalf or its agents, the initiation of any Additional action to take possession of all or any material portion of the Revolving Loan Priority Payment Lien Obligations shall have Collateral or the exclusive right commencement of any legal proceedings or actions against or with respect to all or any material portion of the Revolving Loan Priority Collateral; (ii) will not contest, protest or object to any foreclosure action or proceeding brought by Revolving Loan Agent or any other Revolving Loan Secured Party, or any other Enforcement Action taken by any Revolving Loan Secured Party relating solely to the Revolving Loan Priority Collateral, so long as the Liens of Term Loan Agent attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.1; (iii) will not object to the forbearance by Revolving Loan Agent or the other Revolving Loan Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other Enforcement Action with respect to any of the Revolving Loan Priority Collateral; (iv) will not, so long as the Discharge of Revolving Loan Priority Debt has not occurred and except for actions otherwise permitted (x) in accordance with Section 3.1(a)(i)(D) and subject to Section 4.1 or (y) in accordance with Section 6.4 but not in violation of any provision of this Agreement, take or receive any Revolving Loan Priority Collateral, or any Proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy with respect to any Shared Collateral Revolving Loan Priority Collateral; (v) agrees that no covenant, agreement or restriction contained in any Term Loan Document shall be deemed to restrict in any way the rights and will also have remedies of Revolving Loan Agent or the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the other Revolving Loan Secured Parties with respect to the Pari Passu Revolving Loan Priority Collateral as set forth in this Agreement and the Revolving Loan Documents; (vi) will not object to the manner in which Revolving Loan Agent or any other Revolving Loan Secured Party may seek to enforce or collect the Revolving Loan Debt or the Liens of such Revolving Loan Secured Party on any Revolving Loan Priority Collateral to the extent not in violation of this Agreement, regardless of whether any action or failure to act by or on behalf of Revolving Loan Agent or any other Revolving Loan Secured Party is, or could be, adverse to the interests of the Term Loan Secured Parties, and will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshaling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Revolving Loan Priority Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (vi); and (vii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any Revolving Loan Debt or any Lien Obligations may commence of Revolving Loan Agent or maintain this Agreement (other than the challenging the characterization of any item of Shared Collateral as Term Loan Priority Collateral or Revolving Loan Priority Collateral), or the validity or enforceability of the priorities, rights or obligations established by this Agreement. (b) So long as the Discharge of Term Loan Priority Debt has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, Revolving Loan Agent, for itself and on behalf of the other Revolving Loan Secured Parties: (i) will not take any Enforcement Action with respect to any Term Loan Priority Collateral or commence or join with any Person (other than Term Loan Agent with its consent) in commencing, or filing a petition for, any action or proceeding with respect to such rights or remedies (including any foreclosure action), except, that, subject at all times to the Shared Collateralprovisions of Section 4 of this Agreement and to Section 3.1(b)(ii) of this Agreement, Revolving Loan Agent may take an Enforcement Action or commence or join in any such action as to any Term Loan Priority Collateral commencing one hundred eighty (180) days after the date of the receipt by Term Loan Agent of written notice from Revolving Loan Agent of the declaration by Revolving Loan Secured Parties of a Revolving Loan Event of Default in accordance with the terms of the Revolving Loan Documents (as in effect on the date hereof or as amended not in violation of this Agreement) that is continuing and the written demand by Revolving Loan Secured Parties of the immediate payment in full of all of the Revolving Loan Debt under the Revolving Loan Documents so long as such Revolving Loan Event of Default has not been cured or waived (such period being referred to herein as the “Revolving Loan Standstill Period”); provided, however, that, (A) in the event that (i) the Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such any time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after Revolving Loan Agent has sent a notice to Term Loan Agent to commence the earlier of (x) Revolving Loan Standstill Period, the date on which the Controlling Pari Passu Agent declared the existence of an Revolving Loan Event of Default that was the basis for such notice is cured or waived and demanded no other Revolving Loan Events of Default have occurred and are then continuing, then the repayment notice shall automatically and without further action of all the principal amount of such Pari Passu Lien Obligations parties be deemed rescinded and no Revolving Loan Standstill Period shall be deemed to have been commenced; (yB) the date on Revolving Loan Standstill Period shall be tolled for any period during which Term Loan Agent is stayed from taking any Enforcement Action pursuant to any Insolvency Proceeding or court order so long as the Term Loan Agent has used its commercially reasonable efforts to have such stay lifted; (C) prior to taking any such Enforcement Action or commencing or petitioning for any such action or proceeding, after the end of the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Loan Standstill Period, if Revolving Loan Agent shall give Term Loan Agent not more than ten (10) Business Days’ and not less than five (5) Business Days’ prior written notice of the intention of Revolving Collateral Loan Agent or any other Collateral Revolving Loan Secured Party to take any Enforcement Action or commence or petition for any such action or proceeding, including specifying the rights and remedies that it intends to exercise, which notice may be sent prior to the end of the Revolving Loan Standstill Period; and (D) notwithstanding anything to the contrary contained in this Section 3.1(b)(i), Revolving Loan Agent on behalf of any Additional Priority Payment Lien Obligations commences and the other Revolving Loan Secured Parties may take an Enforcement ActionAction against any specific item or items of the Term Loan Priority Collateral or commence or petition for any action or proceeding with respect to such rights or remedies after the end of the Revolving Loan Standstill Period, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu unless Term Loan Agent or any other Term Loan Secured Party is diligently pursuing in good faith an Enforcement Action against all or any material portion of the Term Loan Priority Collateral Agent or such item or items of Term Loan Priority Collateral, including, without limitation, any of the following: solicitation of bids from third parties to conduct the liquidation of all or any material portion of the Term Loan Priority Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of the Term Loan Priority Collateral, the initiation of any Pari Passu Lien Obligations shall commence action to take possession of all or continue an Enforcement Action. The Revolving Agentany material portion of the Term Loan Priority Collateral or the commencement of any legal proceedings or actions against or with respect to all or any material portion of the Term Loan Priority Collateral; (ii) will not contest, the Revolving Collateral protest or object to any foreclosure action or proceeding brought by Term Loan Agent and or any other Collateral Term Loan Secured Party, or any other Enforcement Action taken by any Term Loan Secured Party relating solely to the Term Loan Priority Collateral, so long as the Liens of Revolving Loan Agent behalf of attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.1; (iii) will not object to the forbearance by Term Loan Agent or the other Term Loan Secured Parties from commencing or pursuing any Additional Priority Payment Lien Obligations are under no obligation to consult with foreclosure action or proceeding or any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an other Enforcement Action with respect to any of the Term Loan Priority Collateral; (iv) will not, so long as the Discharge of Term Loan Priority Debt has not occurred and except for actions otherwise permitted (x) in accordance with Section 3.1(b)(i)(D) and subject to Section 4.1 or (y) in accordance with Section 6.4 but not in violation of any provision of this Agreement, take or receive any Term Loan Priority Collateral, or any Proceeds thereof or payment with respect thereto, in connection with the exercise of any right or remedy with respect to any Term Loan Priority Collateral; (v) agrees that no covenant, agreement or restriction contained in any Revolving Loan Document shall be deemed to restrict in any way the rights and remedies of Term Loan Agent or the other Term Loan Secured Parties with respect to the Term Loan Priority Collateral as set forth in this Agreement and the Term Loan Documents; (vi) will not object to the manner in which Term Loan Agent or any other Term Loan Secured Party may seek to enforce or collect the Term Loan Debt or the Liens of such Term Loan Secured Party on any Term Loan Priority Collateral to the extent not in violation of this Agreement, regardless of whether any action or failure to act by or on behalf of Term Loan Agent or any other Term Loan Secured Party is, or could be, adverse to the interests of the Revolving Loan Secured Parties, and will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshaling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Term Loan Priority Collateral or any other rights a junior secured creditor may have under applicable law with respect to the matters described in this clause (vi); and (vii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question the validity or enforceability of any Term Loan Debt or any Lien of Term Loan Agent or this Agreement (other than the challenging the characterization of any item of Shared Collateral as Term Loan Priority Collateral or Revolving Loan Priority Collateral. Notwithstanding ), or the foregoingvalidity or enforceability of the priorities, rights or obligations established by this Agreement. (ac) Until the Discharge of Revolving Loan Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, subject to Section 3.1(a)(i) and Section 7 hereof, the Revolving Loan Agent and the other Revolving Loan Secured Parties shall remain subject tohave the exclusive right to commence, and bound byif applicable, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any maintain the exercise of its rights and remedies with respect to the Revolving Loan Priority Collateral, including, without limitation, the exclusive right, to the extent provided for in the Revolving Loan Documents or under applicable law, to appoint an administrator or a Receiver in respect of the Revolving Loan Priority Collateral, to take or retake control or possession of such Revolving Loan Priority Collateral and to hold, prepare for sale, process, and subject to Section 3.1(a) and Section 7 hereof, sell, lease, dispose of, or liquidate such Revolving Loan Priority Collateral, without any Shared consultation with or the consent of any Term Loan Secured Party; provided, that, the Lien securing the Term Loan Debt shall continue as to the Proceeds of such Revolving Loan Priority Collateral released or disposed of subject to the relative priorities described in Section 2 hereof. In exercising enforcement rights and remedies with respect to the Revolving Loan Priority Collateral., the Revolving Loan Agent and the other Revolving Loan Secured Parties may enforce the provisions of the Revolving Loan Documents with respect to the Revolving Loan Priority Collateral and exercise remedies thereunder, all in such order and in such manner as they may determi

Exercise of Rights and Remedies. At any time prior to the Discharge of Priority Payment Lien Obligations and whether or not an Insolvency Proceeding has commenced by or against the Borrower or any of the Pulitzer Entities that own Shared Collateral(a) Notwithstanding Section 2.01, (Ai) only the Revolving Applicable Collateral Agent and any Additional Agent on behalf of any Additional Priority Payment Lien Obligations shall have the exclusive right act or refrain from acting with respect to exercise any right or remedy Shared Collateral (including with respect to any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto and (B) none of the Secured Parties with respect to the Pari Passu Lien Obligations may commence or maintain any Enforcement Action with respect to the Shared Collateral; provided, however, that (i) the Collateral Agent of the Pari Passu Lien Obligations with the largest outstanding aggregate principal amount at such time (the “Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 120 days after the earlier of (x) the date on which the Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent received notice from the Controlling Pari Passu Agent of such declaration of an Event of Default (the “Revolver Standstill Period”) and (ii) the Collateral Agent of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations and (y) the date on which the Revolving Collateral Agent and the Controlling Pari Passu Agent received notice from the Non-Controlling Pari Passu Agent of such declaration of an Event of Default; provided, further, however, notwithstanding the expiration of the Revolver Standstill Period, if the Revolving Collateral Agent or any other Collateral Agent on behalf of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action with respect to the Shared Collateral. Notwithstanding the foregoing, (a) the Secured Parties shall remain subject to, and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies intercreditor agreement with respect to any Shared Collateral), (ii) the Applicable Collateral Agent shall act only on the instructions of the Applicable Representative and shall not follow any instructions with respect to such Shared Collateral (including with respect to any other intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Representative (or any other Second Lien Claimholder other than the Applicable Representative) and (iii) no Other Second Lien Claimholder shall or shall instruct any Second Lien Collateral Agent to, and any other Second Lien Collateral Agent that is not the Applicable Collateral Agent shall not, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, Shared Collateral (including with respect to any other intercreditor agreement with respect to Shared Collateral), whether under any Second Lien Collateral Document (other than the Second Lien Collateral Documents applicable to the Applicable Collateral Agent), applicable law or otherwise, it being agreed that only the Applicable Collateral Agent, acting in accordance with the Second Lien Collateral Documents applicable to it, shall be entitled to take any such actions or exercise any remedies with respect to such Shared Collateral at such time. Without limitation of the foregoing, (A) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second Lien Collateral Agent or any of its Related Second Lien Claimholders may file a proof of claim or statement of interest with respect to the applicable Second Lien Obligations thereto, (B) in any Insolvency or Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second Lien Collateral Agent or its Related Second Lien Claimholders may file any necessary or appropriate responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Second Lien Collateral Agent or Related Second Lien Claimholder, (C) each Second Lien Collateral Agent or its Related Second Lien Claimholders may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Company or any other Grantor arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, and (D) each Second Lien Collateral Agent and its Related Second Lien Claimholders may vote on any plan of reorganization in any Insolvency or Liquidation Proceeding of the Company or any other Grantor, in each case of clause (A) through (D) above, to the extent such action is not prohibited by or inconsistent with, or could not result in a resolution inconsistent with, the terms of this Agreement. (b) Notwithstanding the equal priority of the Liens securing each Series of Second Lien Obligations granted on the Shared Collateral, the Applicable Collateral Agent (acting on the instructions of the Applicable Representative) is permitted to deal with the Shared Collateral as if such Applicable Collateral Agent had a senior and exclusive Lien on such Shared Collateral. No Non-Controlling Representative, Non-Controlling Claimholder or Second Lien Collateral Agent that is not the Applicable Collateral Agent is permitted to contest, protest or object to any foreclosure proceeding or action brought by the Applicable Collateral Agent, the Applicable Representative or the Controlling Claimholders or any other exercise by the Applicable Collateral Agent, the Applicable Representative or the Controlling Claimholders of any rights and remedies relating to the Shared Collateral. (c) Each of the Second Lien Collateral Agents (other than the 2021 Indenture Collateral Agent) and the Second Lien Representatives (other than the 2021 Indenture Representative) agrees that it will not accept any Lien on any Collateral for the benefit of any Series of Other Second Lien Obligations (other than funds deposited for the satisfaction, discharge or defeasance of any Other Second Lien Agreement) other than pursuant to the Second Lien Collateral Documents, and by executing this Agreement, each such Second Lien Collateral Agent and each such Second Lien Representative and the Series of Second Lien Claimholders for which it is acting pursuant to this Agreement agree to be bound by the provisions of this Agreement and the other Second Lien Collateral Documents applicable to it.

Exercise of Rights and Remedies. At any time prior to (a) So long as the Discharge of First Priority Payment Lien Obligations and Claims has not occurred, whether or not an any Insolvency or Liquidation Proceeding or Liquidation Sale has commenced by or against been commenced, the Borrower or any of the Pulitzer Entities that own Shared Collateral, (A) the Revolving Collateral First Priority Agent and any Additional Agent on behalf of any Additional the other First Priority Payment Lien Obligations Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right or remedy of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to commence or seek to commence any Shared Collateral and will also have the exclusive right to determine the time and method and place for exercising such right action or remedy or conducting any proceeding with respect thereto to such rights or remedies (including any foreclosure action or proceeding or any Insolvency or Liquidation Proceeding or Liquidation Sale), in each case, without any consultation with or the consent of the Second Priority Agent or any other Second Priority Secured Party; provided that, notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, the Second Priority Agent may file a proof of claim or statement of interest with respect to the Second Priority Claims; (ii) the Second Priority Agent may take any action to preserve or protect the validity and enforceability of the Second Priority Liens, provided that no such action is, or could reasonably be expected to be, (A) adverse to the First Priority Liens or the rights of the First Priority Agent or any other First Priority Secured Party to exercise remedies in respect thereof or (B) none otherwise inconsistent with the terms of this Agreement, including the automatic release of Second Priority Liens provided in Section 3.04; (iii) the Second Priority Secured Parties may file any 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 Priority Secured Parties, including any claims secured by the Collateral or otherwise make any agreements or file any motions pertaining to the Second Priority Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(a); and (v) subject to Section 3.02(a), the Second Priority Agent and the other Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Collateral after the termination of the Standstill Period (the actions described in this proviso being referred to herein as the "Second Priority Permitted Actions"). Except for the Second Priority Permitted Actions, unless and until the Discharge of First Priority Claims has occurred, the sole right of the Second Priority Agent and the other Second Priority Secured Parties with respect to the Pari Passu Lien Obligations may commence or maintain any Enforcement Action Collateral shall be to receive the proceeds of the Collateral, if any, remaining after the Discharge of First Priority Claims has occurred and in accordance with the Second Priority Debt Documents and applicable law. (b) In exercising rights and remedies with respect to the Shared Collateral, the First Priority Agent and the other First Priority Secured Parties may enforce the provisions of the First Priority Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The First Priority Agent agrees to provide at least ten Business Days' prior written notice to the Second Priority Agent of its intention to foreclose upon or Dispose of any Collateral; provided, however, that the failure to give any such notice shall not in any way limit its ability to foreclose upon or Dispose of any Collateral. (ic) The Second Priority Agent, for itself and on behalf of the other Second Priority Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Priority Security Document or any other Second Priority Debt Document shall be deemed to restrict in any way the rights and remedies of the First Priority Agent or the other First Priority Secured Parties with respect to the Collateral Agent as set forth in this Agreement and the other First Priority Debt Documents. (d) Notwithstanding anything in this Agreement to the contrary, following the acceleration of the Pari Passu Lien Obligations with Indebtedness then outstanding under the largest outstanding aggregate principal amount First Priority Debt Agreement, the Second Priority Secured Parties may, at such time their sole expense and effort, upon notice to the Company and the First Priority Agent (which notice shall be irrevocable), require the “Controlling Pari Passu Agent”First Priority Secured Parties to transfer and assign to the Second Priority Secured Parties, without warranty or representation or recourse, all (but not less than all) may commence an Enforcement Action after of the passage of at least 120 days after the earlier of First Priority Claims; provided that (x) the date on which the Controlling Pari Passu Agent declared the existence such assignment shall not conflict with any law, rule or regulation or order of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations any court or other Governmental Authority having jurisdiction, and (y) the date on which Second Priority Secured Parties shall have paid to the Revolving Collateral Agent received notice from First Priority Agent, for the Controlling Pari Passu Agent account of the First Priority Secured Parties, in immediately available funds, an amount equal to 100% of the principal of such declaration Indebtedness plus all accrued and unpaid interest thereon plus all accrued and unpaid fees (other than any fees that become due as a result of the prepayment of the loans and other advances under, or early termination of, the First Priority Debt Agreement (such fees are referred to hereinafter as "Termination Fees")) plus all the other First Priority Claims then outstanding (which shall include, with respect to (i) the aggregate face amount of the Letters of Credit outstanding under the First Priority Debt Agreement, an Event of Default (the “Revolver Standstill Period”) and amount in cash equal to 105% thereof, (ii) the Collateral Agent each interest rate hedging, cap, collar, swap or other similar agreements that evidence any First Priority Hedging Obligations, 100% of the Pari Passu Lien Obligations with the second largest outstanding aggregate principal amount at such time (the “Non-Controlling Pari Passu Agent”) may commence an Enforcement Action after the passage of at least 150 days after the earlier of (x) the date on which the Non-Controlling Pari Passu Agent declared the existence of an Event of Default and demanded the repayment of all the principal amount of such Pari Passu Lien Obligations First Priority Claims, after giving effect to any netting arrangements, that the applicable Grantor would be required to pay if such interest rate hedging, cap, collar, swap or other similar agreements were terminated at such time, and (yiii) each agreement that evidence any First Priority Cash Management Obligations, 100% of the date on which aggregate amount of such First Priority Claims). In order to effectuate the Revolving Collateral foregoing, the First Priority Agent shall calculate, upon the written request of the Second Priority Agent from time to time, the amount in cash that would be necessary so to purchase the First Priority Claims. If the right set forth in this Section 3.01(d) is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten Business Days of the request set forth in the first sentence of this Section 3.01(d). If the Second Priority Secured Parties exercise the right set forth in this Section 3.01(d), it shall be exercised pursuant to documentation mutually acceptable to each of the First Priority Agent and the Controlling Pari Passu Agent received notice from Second Priority Agent. Notwithstanding anything to the Non-Controlling Pari Passu Agent contrary herein, if, at any time following the consummation of such declaration transfer and assignment and the occurrence of an Event the Discharge of DefaultFirst Priority Claims and the Discharge of Second Priority Claims (other than, for the avoidance of doubt, the payment of any fees that become due as a result of the prepayment or termination of the Second Priority Claims and the payment of Second Priority Claims in excess of the Maximum Second Priority Indebtedness Amount), the Second Priority Secured Parties recover any Termination Fees prior to the first anniversary of the date of such transfer and assignment is consummated, they shall turn over such fees to First Priority Secured Parties in the form and to the extent received. (e) So long as the Discharge of First Priority Claims has occurred and the Discharge of Second Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced or Liquidation Sale, the Second Priority Agent and the other Second Priority Secured Parties shall have the exclusive right to enforce rights and exercise remedies (including any right of setoff) with respect to the Collateral (including making determinations regarding the release, Disposition or restrictions with respect to the Collateral), or to 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 or Liquidation Sale), in each case, without any consultation with or the consent of any Person that holds Excess Claims; provided, further, howeverprovided that, notwithstanding the expiration foregoing, (i) in any Insolvency or Liquidation Proceeding, any such Person may file a proof of claim or statement of interest with respect to the Excess Claims; (ii) any such Person may take any action to preserve or protect the validity and enforceability of the Revolver Standstill PeriodLiens that would have constituted First Priority Liens but for the fact that such Liens secure Excess Claims, if provided that no such action is, or could reasonably be expected to be, (A) adverse to the Revolving Collateral Second Priority Liens or the rights of the Second Priority Agent or any other Second Priority Secured Party to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of such Liens provided in Section 3.05; (iii) any such Person may file any 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 such Person, including any claims secured by the Collateral Agent on behalf or otherwise make any agreements or file any motions pertaining to the Excess Claims, in each case, to the extent not inconsistent with the terms of this Agreement; (iv) any such Person may exercise rights and remedies as unsecured creditors, as provided in Section 3.03(b) (the actions described in this proviso being referred to herein as the "Excess Claims Permitted Actions"). Except for the Excess Claims Permitted Actions, unless and until the Discharge of Second Priority Claims has occurred, the sole right of any Additional Priority Payment Lien Obligations commences an Enforcement Action, neither the Controlling Pari Passu Agent, the Non-Controlling Pari Passu Agent or any other Collateral Agent of any Pari Passu Lien Obligations shall commence or continue an Enforcement Action. The Revolving Agent, the Revolving Collateral Agent and any other Collateral Agent behalf of any Additional Priority Payment Lien Obligations are under no obligation to consult with any Collateral Agent on behalf of any Pari Passu Lien Obligations in connection with an Enforcement Action Person holding Excess Claims with respect to the Shared Collateral shall be to receive the proceeds of the Collateral. Notwithstanding , if any, remaining after the foregoingoccurrence of the Discharge of First Priority Claims and the Discharge of the Second Priority Claims up to the Maximum Second Priority Indebtedness Amount and in accordance with the agreements, instruments and other documents evidencing or governing the Excess Claims and applicable law. (af) the Secured Parties shall remain subject to, In exercising rights and bound by, all covenants or agreements made in this Agreement, and (b) each Agent will agree, on behalf of itself and its related secured parties, that such Agent and its Related Secured Parties shall cooperate in a commercially reasonable manner with each other agent or trustee and its related secured parties in any enforcement of rights or any exercise of remedies with respect to the Collateral, the Second Priority Agent and the other Second Priority Secured Parties may enforce the provisions of the Second Priority Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in their sole discretion, in each case, to the extent that such enforcement or exercise is not otherwise prohibited by clauses (a) through (d) of this Section 3.01. Such exercise and enforcement shall, in each case, to the extent that such enforcement or exercise is not otherwise prohibited by clauses (a) through (d) of this Section 3.01, include the rights of an agent appointed by them to Dispose of Collateral upon foreclosure, to incur expenses in connection with any Shared such Disposition and to exercise all the rights and remedies of a secured creditor under the Uniform Commercial Code, the Bankruptcy Code or any other Bankruptcy Law. The Second Priority Agent agrees to provide at least ten Business Days' prior written notice to the First Priority Agent of its intention to foreclose upon or Dispose of any Collateral; provided, however, that the failure to give any such notice shall not in any way limit its ability to foreclose upon or Dispose of any Collateral to the extent that such foreclosure is not otherwise prohibited by clauses (a) through (d) of this Section 3.01. (g) Each such Person hereby acknowledges and agrees that no covenant, agreement or restriction contained in any agreement, instrument or other document that evidences or governs any Excess Claims (other than the provisions of this Agreement that inure to the benefit of the First Priority Secured Parties) shall be deemed to restrict in any way the rights and remedies of the Second Priority Agent or the other Second Priority Secured Parties with respect to the Collateral as set forth in this Agreement and the other Second Priority Debt Documents.