Common use of Management of Collateral Clause in Contracts

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents with respect to its Priority Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgment, including the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such 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 such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Senior Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgmentjudgment including, including but not limited to, the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (pursuant to a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable noticeforeclosure or otherwise. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding Notwithstanding any rights or remedies available to a the Junior Secured Creditor under applicable law or under any document or instrument evidencing, securing or otherwise executed in connection with the incurrence of the obligations contemplated by the Junior Documents, Junior Creditor shall not be permitted to foreclose upon its security interest in any of the applicable Obligation DocumentsCollateral, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action to exercise similar remedies with respect to Collateral thatthereto, so long as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration any of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event Senior Indebtedness shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remediesexist, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) only the Priority Secured Senior Creditor shall have commenced the enforcement right to restrict or exercise permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. Junior Creditor will not in any manner interfere with Senior Creditor’s security interests in the Collateral unless and until Borrower has satisfied in full the Senior Indebtedness and Senior Creditor has given Junior Creditor written notice thereof. The Junior Creditor waives notice of, and agrees not to challenge the method, manner, time, place or terms, of any disposition of the Collateral by Senior Creditor. Accordingly, should Senior Creditor elect to exercise its rights or and remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral, Senior Creditor may proceed to do so without regard to any interest of the Junior Creditor, and the Junior Creditor waives any claims that it may have against Senior Creditor for any disposition of the Collateral. The Junior Creditor agrees, whether or not a default has occurred in the payment of any indebtedness or the performance of any other obligations to it, that any liens on and security interests in the Collateral or any portion thereof that it might have or acquire shall automatically be fully released ipso facto as to which the all indebtedness and other obligations secured thereby owing to Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of when Senior Creditor releases its lien in and security interest on such Collateral within a commercially reasonable time): in the solicitation event of bids from third parties to conduct the liquidation of all any sale, disposition or other realization by Senior Creditor (or any material portion of agent therefor) upon such 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 such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the Senior Creditors shall have the exclusive right right, in accordance with applicable law, to manage, perform and enforce the terms of the applicable Obligation Senior Documents with respect to its Priority the Senior Collateral, to exercise and enforce all privileges and rights thereunder according to its sole their discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Senior Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority the Senior Collateral and to incur expenses in connection with such Disposition sale or disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor Senior Agent shall give the Junior Secured Creditor Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ ten (10) days prior written notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shallAgent hereby agrees it shall not, directly or indirectly, take any Enforcement Action Actions with respect to any Senior Collateral thatduring any Standstill Period and Term Loan Agent hereby agrees any Enforcement Action taken by Term Loan Agent or any other Term Loan Creditor with respect to Term Loan Priority Collateral during the Access Period shall be subject to, as to such Junior Secured Creditorand shall not materially interfere with, is Non-Priority Collateral; provided that, subject Revolving Agent’s rights under Section 5. Subject at all times to the provisions of Section 22 and Section 6.4, upon the expiration of the applicable Standstill Period, a the Junior Secured Creditor (other than any Existing Notes Creditor) Agent may take any Enforcement Action as with respect to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action)Senior Collateral; provided, further, that notwithstanding the Junior Agent may not take Enforcement Actions even after the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) so long as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (iia) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken Senior Agent is pursuing diligently and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such 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 such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral the Senior Collateral, or diligently attempting in good faith to vacate any stay prohibiting such an Enforcement ActionAction or (b) an Insolvency Proceeding is continuing. Subject at all times to the provisions of Section 2 and to the preceding sentence, if the Junior Agent commences any Enforcement Action with respect to any Senior Collateral after the Standstill Period and upon not less than ten (10) days prior written notice to Senior Agent of such intended Enforcement Action (which notice may be given during the Standstill Period) against Senior Collateral with respect to all or any material portion of the Senior Collateral, then the Senior Agent shall not take any Enforcement Action of a similar nature with respect to such Senior Collateral so long as (i) the Junior Agent is diligently pursuing in good faith such Enforcement Action and (ii) the cash proceeds from such Enforcement Action are applied in accordance with Section 4 hereof.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the Revolving Lender, and without regard to this Agreement, BFI, shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents with respect to its their respective Priority Collateral, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor Revolving Lender shall give the Junior Secured Creditor BFI such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 3.1 or Section 3.4 3.3 below, notwithstanding any rights or remedies available to a Junior Secured Creditor BFI under any of the applicable Obligation Term Loan Documents, applicable law or otherwise, no Junior Secured Creditor shallBFI shall not, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Revolving Credit Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) BFI may take any Enforcement Action as to such Revolving Credit Priority Collateral (provided that it gives the Priority Secured Creditor Revolving Lender at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or BFI exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceedingproceeding) as to its Non-Revolving Credit Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Revolving Credit Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Revolving Credit Priority Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such Revolving Credit 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 such Revolving Credit Priority Collateral, the notification of account debtors to make payments to the Priority Secured Creditor Revolving Lender or its agentsagents (other than to a lock box or similar arrangement in the ordinary course of business), the initiation of any action to take possession of all or any material portion of such Revolving Credit Priority Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Revolving Credit Priority Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Revolving Credit Priority Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Senior Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgmentjudgment including, including but not limited to, the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (pursuant to a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable noticeforeclosure or otherwise. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding Notwithstanding any rights or remedies available to a Junior Secured Creditor under applicable law or under any document or instrument evidencing, securing or otherwise executed in connection with the incurrence of the obligations contemplated by the Junior Documents, Junior Creditor shall nor foreclose upon its security interest in any of the applicable Obligation DocumentsCollateral, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action exercise similar remedies with respect to Collateral thatthereto, so long as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration any of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event Senior Indebtedness shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remediesexist, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) only the Priority Secured Senior Creditor shall have commenced the enforcement right to restrict or exercise permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. Junior Creditor will not in any manner interfere with Senior Creditor's security interests in the Collateral unless and until Borrower has satisfied in full the Senior Indebtedness and Senior Creditor has given Junior Creditor written notice thereof. Junior Creditor waives notice of, and agrees not to challenge the method, manner, time, place or terms, of any disposition of the Collateral by Senior Creditor. Accordingly, should Senior Creditor elect to exercise its rights or and remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral, Senior Creditor may proceed to do so without regard to any interest of Junior Creditor, and Junior Creditor waives any claims that it may have against Senior Creditor for any disposition of the Collateral. Junior Creditor agrees, whether or not a default has occurred in the payment of any indebtedness or the performance of any other obligations to it, that any liens on and security interests in the Collateral or any portion thereof that it might have or acquire shall automatically be fully released ipso facto as to which the all indebtedness and other obligations secured thereby owing to Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of when Senior Creditor releases its lien in and security interest on such Collateral within a commercially reasonable time): in the solicitation event of bids from third parties to conduct the liquidation of all any sale, disposition or other realization by Senior Creditor (or any material portion of agent therefor) upon such 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 such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject Until Payment in Full of the Senior Obligations (other than Excess Senior Obligations), subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the Senior Lender shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents Senior Loan Agreement with respect to its Priority the Collateral, including, without limitation, prosecuting Enforcement Actions, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor Senior Lender shall give the Junior Secured Creditor Lender such notice (a “"UCC Notice”") of such sale as may be required by the applicable UCC; provided, however, that 10 days’ ' notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 2(g) or Section 3.4 2(h) below, notwithstanding any rights or remedies available to a Junior Secured Creditor Lender under any of the applicable Obligation DocumentsJunior Loan Agreement, applicable law or otherwise, until Payment in Full of the Senior Obligations (other than Excess Senior Obligations), no Junior Secured Creditor Lender shall, directly or indirectly, take any Enforcement Action with respect to Collateral thatAction, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, that upon the expiration of the applicable Standstill Period, a the Junior Secured Creditor (other than any Existing Notes Creditor) Lender may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor Senior Lender at least 10 Business Days days written notice prior to taking such Enforcement Action, which notice may be given during the pendency of the applicable Standstill Period); provided, provided further, that however, that, notwithstanding the expiration of the a Standstill Period or anything herein to the contrary, in no event shall any the Junior Secured Creditor take any Enforcement Action or Lender exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor Senior Lender shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following following) has occurred and is continuing: (if undertaken and pursued to consummate a Disposition i) the diligent pursuit of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such 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 and such Collateralsales brokers, the notification of account debtors to make payments to the Priority Secured Creditor or its marketing agents, investment bankers, accountants, auctioneers or other third parties are diligently pursuing such process, (ii) the initiation of any action to take possession of all or any material portion of such the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such the Collateral), or the diligent attempt (iii) diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such the Collateral or diligently attempting in good faith to vacate any stay prohibiting other Enforcement Action or (iv) an Enforcement ActionInsolvency Proceeding.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Senior Creditor shall have the ------------------------- exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgmentjudgment including, including but not limited to, the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (pursuant to a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable noticeforeclosure or otherwise. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding Notwithstanding any rights or remedies available to a the Junior Secured Creditor under applicable law or under any document or instrument evidencing, securing or otherwise executed in connection with the incurrence of the obligations contemplated by the Junior Documents, Junior Creditor shall not be permitted to foreclose upon their security interests in any of the applicable Obligation DocumentsCollateral, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action to exercise similar remedies with respect to Collateral thatthereto, so long as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration any of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event Senior Indebtedness shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remediesexist, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) only the Priority Secured Senior Creditor shall have commenced the enforcement right to restrict or exercise permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. Junior Creditor will not in any manner interfere with Senior Creditor's security interests in the Collateral unless and until Borrower has satisfied in full the Senior Indebtedness and Senior Creditor has given Junior Creditor written notice thereof. The Junior Creditor waives notice of, and agrees not to challenge the method, manner, time, place or terms, of any disposition of the Collateral by Senior Creditor. Accordingly, should Senior Creditor elect to exercise its rights or and remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral, Senior Creditor may proceed to do so without regard to any interest of the Junior Creditor, and the Junior Creditor waives any claims that it may have against Senior Creditor for any disposition of the Collateral. The Junior Creditor agrees, whether or not a default has occurred in the payment of any indebtedness or the performance of any other obligations to it, that any liens on and security interests in the Collateral or any portion thereof that it might have or acquire shall automatically be fully released ipso facto as to which the all indebtedness and other obligations secured thereby owing to Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of when Senior Creditor releases its lien in and security interest on such Collateral within a commercially reasonable time): in the solicitation event of bids from third parties to conduct the liquidation of all any sale, disposition or other realization by Senior Creditor (or any material portion of agent therefor) upon such 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 such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole their discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition sale or disposition and to exercise all the rights and remedies of a secured lender under the UCC Uniform Commercial Code of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUniform Commercial Code, the Priority Secured Creditor First Lien Agent shall give the Junior Secured Creditor Second Lien Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCCUniform Commercial Code; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 4.1 below, notwithstanding any rights or remedies available to a Junior Secured an Second Lien Creditor under any of the applicable Obligation Second Lien Loan Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral thatAction; provided, as to such Junior Secured Creditorfurther, is Non-Priority Collateral; provided that, that subject at all times to the provisions of Section 23, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral Collateral, but only so long as to which the Junior Secured Creditor has commenced First Lien Creditors are not pursuing diligently in good faith an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued Action with respect to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such 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 such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to such Collateral; provided, further, that notwithstanding the foregoing, nothing contained in this Section 4.1 shall prohibit or limit the right of the Second Lien Creditors, or any one or more of them, from accelerating the Second Lien Loan Obligations in accordance with the Second Lien Loan Documents. Subject at all times to the provisions of Section 3 and to the preceding sentence, if any Second Lien Creditor commences any Enforcement Action to enforce its Lien on all or any material portion of such the Collateral or in accordance with the terms of this Agreement, and is diligently attempting pursuing in good faith to vacate any stay prohibiting an such Enforcement Action, the First Lien Creditors shall not take any Enforcement Action of a similar nature with respect to such Collateral. Until the First Lien Loan Termination Date, subject to the rights of the Obligors, the First Lien Agent shall have (i) the exclusive right to adjust settlement of any insurance policy covering the Collateral and to approve any award in any condemnation or similar proceeding affecting the Collateral, (ii) the right to receive all proceeds of such policies and awards, and (iii) the right to endorse the name of the Second Lien Agent on any checks or other items of payment evidencing such proceeds.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation First Lien Documents (to the extent provided therein) with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole their discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition sale or disposition and to exercise all the rights and remedies of a secured lender under the UCC Uniform Commercial Code of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUniform Commercial Code, the Priority Secured Creditor Applicable First Lien Agent shall give the Junior Secured Creditor Second Lien Agents such notice (a “UCC Notice”) of such sale as may be required by the applicable UCCUniform Commercial Code; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding Neither the Applicable Second Lien Agent nor any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured other Second Lien Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject Actions during any Standstill Period. Subject at all times to the provisions of Section 22 and Section 4.3, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take any Enforcement Action as to such Collateral (Action; provided that it gives neither the Priority Secured Applicable Second Lien Agent nor any other Second Lien Creditor at least 10 Business Days written notice prior to taking such shall take Enforcement Action); provided, further, that notwithstanding Actions against Collateral even after the expiration of the applicable Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) so long as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (iia) the Priority Secured Creditor shall have commenced the enforcement Applicable First Lien Agent or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken other First Lien Creditors are pursuing diligently and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such 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 such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to against all or substantially all of the Collateral or any material portion Material Portion of such Collateral the Collateral, or diligently attempting in good faith to vacate any stay prohibiting such an Enforcement ActionAction or (b) an Insolvency Proceeding is continuing. In addition, in the event the Applicable First Lien Agent or any of the other First Lien Creditors are pursuing diligently and in good faith an Enforcement Action against any Collateral, neither the Applicable Second Lien Agent nor any other Second Lien Creditor shall take any Enforcement Action with respect to such Collateral.

Management of Collateral. (a) Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor prior to the First Lien Termination Date, the First Lien Trustee and the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents rights and exercise remedies with respect to its Priority Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgment, Collateral (including the exclusive right to take taking or retake retaking control or possession of such Priority the Collateral), to instruct the Collateral Agent to commence and maintain any Collateral Enforcement Action, to make determinations regarding the release, Disposition or liquidation of the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority instruct the Collateral and to incur expenses in connection with such Disposition and Agent to exercise all the rights and remedies with respect to the Collateral of a secured lender under the UCC or other applicable law of any applicable jurisdiction, all in such order in such manner as they may determine in the exercise of their sole discretion and without consultation with the Second Lien Trustee or the Second Lien Creditors or the Credit Agreement Agent or the Third Lien Creditors and regardless of whether any such exercise or enforcement is adverse to the interest of any Second Lien Creditor or Third Lien Creditor. In conducting any public or private sale of the Collateral under the UCC of its Priority CollateralUCC, the Priority Secured Creditor First Lien Trustee shall give (or instruct the Junior Secured Creditor Collateral Agent to give) the Second Lien Trustee and Credit Agreement Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 3.1 or Section 3.4 3.3 below, notwithstanding any rights or remedies available to a Junior Secured Second Lien Creditor or Third Lien Creditor under any of the applicable Obligation Second Lien Documents or Third Lien Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor and no Third Lien Creditor shall, directly or indirectly, take (or instruct the Collateral Agent to take) any Collateral Enforcement Action or otherwise exercise any rights or remedies with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority the Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Second Lien Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take or instruct the Collateral Agent to take any Collateral Enforcement Action as to such Collateral (provided that it gives they give or instruct the Priority Secured Creditor Collateral Agent to give the First Lien Trustee and Credit Agreement Agent at least 10 five (5) Business Days Days' written notice prior to taking such Collateral Enforcement Action); provided, furtherhowever, that notwithstanding the expiration of the Second Lien Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Second Lien Creditor take commence or continue or instruct the Collateral Agent to commence or continue any Collateral Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or other exercise of any rights or remedies with respect to more than a de minimis the Collateral if the First Lien Trustee or any First Lien Creditor (or the Collateral Agent on behalf of the First Lien Trustee) shall have commenced, and be diligently pursuing any Collateral Enforcement Action or other exercise of rights and remedies in each case in respect to all or any material portion of such Non-Priority Collateral, or with respect to any the Collateral (prompt notice of such Non-Priority Collateral as exercise to which be given to the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding Second Lien Trustee and the Credit Agreement Agent (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such 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 such the Collateral, the notification of account debtors to make payments to the Priority Secured Creditor Collateral Agent or its agentsthe First Lien Trustee, the initiation of any action to take possession of all or any material portion of such the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such the Collateral), or the diligent attempt diligently attempting in good faith to vacate any stay prohibiting an Collateral Enforcement Action with respect to all or any material portion of such the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Collateral Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation First Lien Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor First Lien Agent shall give the Junior Secured Creditor Second Lien Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 3.1 or Section 3.4 3.3 below, notwithstanding any rights or remedies available to a Junior Secured Second Lien Creditor under any of the applicable Obligation Second Lien Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority CollateralAction; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take any Enforcement Action as to such Collateral (provided that it gives they give the Priority Secured Creditor First Lien Agent at least 10 5 Business Days written notice prior to taking such Enforcement Action, which notice may be given during the Standstill Period); provided, furtherhowever, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Second Lien Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either if: (i) an Insolvency Proceeding occurs and is continuing or (iia) the Priority Secured First Lien Agent has notified the Second Lien Agent or the Second Lien Agent otherwise has actual knowledge that the First Lien Agent or any other First Lien Creditor shall have commenced and is pursuing with reasonable diligence the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion all or substantially all of such Non-Priority Collateral, the Collateral or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such 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 such the Collateral, the notification of account debtors to make payments to the Priority Secured Creditor First Lien Agent or its agents, the initiation of any action to take possession of all or any material portion of such the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such the Collateral), or the diligent attempt diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action; or (b) except as permitted by Section 6, an Insolvency Proceeding has commenced.

Management of Collateral. (a) Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor prior to the First Lien Termination Date, the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation First Lien Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor First Lien Agent shall give the Junior Secured Creditor Second Lien Agent and Third Lien Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 3.1 or Section 3.4 3.3 below, notwithstanding any rights or remedies available to a Junior Secured Second Lien Creditor or Third Lien Creditor under any of the applicable Obligation Second Lien Documents or Third Lien Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor or Third Lien Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority CollateralAction; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Second Lien Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take any Enforcement Action as to such Collateral (provided that it gives they give the Priority Secured Creditor First Lien Agent at least 10 five (5) Business Days written notice prior to taking such Enforcement Action); provided, furtherhowever, that notwithstanding the expiration of the Second Lien Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Second Lien Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor First Lien Agent shall have commenced commenced, and be diligently pursuing, the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such 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 such the Collateral, the notification of account debtors to make payments to the Priority Secured Creditor First Lien Agent or its agents, the initiation of any action to take possession of all or any material portion of such the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such the Collateral), or the diligent attempt diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Senior Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgmentjudgment including, including but not limited to, the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (pursuant to a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable noticeforeclosure or otherwise. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding Notwithstanding any rights or remedies available to a the Junior Secured Creditor under applicable law or under any document or instrument evidencing, securing or otherwise executed in connection with the incurrence of the obligations contemplated by the Junior Documents, Junior Creditor shall not be permitted to foreclose upon its security interest in any of the applicable Obligation DocumentsCollateral, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action to exercise similar remedies with respect to Collateral thatthereto, so long as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration any of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event Senior Indebtedness shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remediesexist, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) only the Priority Secured Senior Creditor shall have commenced the enforcement right to restrict or exercise permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. Junior Creditor will not in any manner interfere with Senior Creditor's security interests in the Collateral unless and until Borrower has satisfied in full the Senior Indebtedness and Senior Creditor has given Junior Creditor written notice thereof. The Junior Creditor waives notice of, and agrees not to challenge the method, manner, time, place or terms, of any disposition of the Collateral by Senior Creditor. Accordingly, should Senior Creditor elect to exercise its rights or and remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral, Senior Creditor may proceed to do so without regard to any interest of the Junior Creditor, and the Junior Creditor waives any claims that it may have against Senior Creditor for any disposition of the Collateral. The Junior Creditor agrees, whether or not a default has occurred in the payment of any indebtedness or the performance of any other obligations to it, that any liens on and security interests in the Collateral or any portion thereof that it might have or acquire shall automatically be fully released ipso facto as to which the all indebtedness and other obligations secured thereby owing to Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of when Senior Creditor releases its lien in and security interest on such Collateral within a commercially reasonable time): in the solicitation event of bids from third parties to conduct the liquidation of all any sale, disposition or other realization by Senior Creditor (or any material portion of agent therefor) upon such 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 such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the Senior Agent and the Lenders shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Loan Documents (or Permitted Refinancing Loan Documents) with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor Senior Agent shall give the Junior Secured Creditor Second Lien Creditors such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 2.9 or Section 3.4 2.11 below, notwithstanding any rights or remedies available to a Junior Secured Second Lien Creditor under any of the applicable Obligation Subordinated Indebtedness Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration or any portion of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration Collateral. The failure of the Standstill Period Senior Agent to give any UCC Notice shall not affect the relative priorities of the Senior Agent’s Liens as provided herein or anything herein to the contrary, validity or effectiveness of any notices or demands as against any Borrower or any Obligor and in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding will the Senior Agent or any Insolvency Proceeding) as Lender have any obligation to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) obtain the Priority Secured Creditor shall have commenced the enforcement or exercise consent of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or Second Lien Creditor with respect to any of such Non-Priority Collateral as actions taken or contemplated to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, be taken (or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such 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 such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or not taken) with respect to any Enforcement Action. Each Obligor, by its acknowledgment hereto, hereby consents and agrees to each Secured Creditor providing any such information to the foreclosure other Secured Creditors and sale of all to such actions by the Secured Creditors and waives any rights or claims against any material portion Secured Creditors arising as a result of such Collateral), information or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionactions.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Senior Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgmentjudgment including, including but not limited to, the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (pursuant to a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable noticeforeclosure or otherwise. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding Notwithstanding any rights or remedies available to a the Junior Secured Creditor under applicable law or under any document or instrument evidencing, securing or otherwise executed in connection with the incurrence of the obligations contemplated by the Junior Documents, Junior Creditor shall not be permitted to foreclose upon their security interests in any of the applicable Obligation DocumentsCollateral, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action to exercise similar remedies with respect to Collateral thatthereto, so long as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration any of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event Senior Indebtedness shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remediesexist, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) only the Priority Secured Senior Creditor shall have commenced the enforcement right to restrict or exercise permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. Junior Creditor will not in any manner interfere with Senior Creditor’s security interests in the Collateral unless and until Borrower has satisfied in full the Senior Indebtedness and Senior Creditor has given Junior Creditor written notice thereof. The Junior Creditor waives notice of, and agrees not to challenge the method, manner, time, place or terms, of any disposition of the Collateral by Senior Creditor. Accordingly, should Senior Creditor elect to exercise its rights or and remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral, Senior Creditor may proceed to do so without regard to any interest of the Junior Creditor, and the Junior Creditor waives any claims that it may have against Senior Creditor for any disposition of the Collateral. The Junior Creditor agrees, whether or not a default has occurred in the payment of any indebtedness or the performance of any other obligations to it, that any liens on and security interests in the Collateral or any portion thereof that it might have or acquire shall automatically be fully released ipso facto as to which the all indebtedness and other obligations secured thereby owing to Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of when Senior Creditor releases its lien in and security interest on such Collateral within a commercially reasonable time): in the solicitation event of bids from third parties to conduct the liquidation of all any sale, disposition or other realization by Senior Creditor (or any material portion of agent therefore) upon such 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 such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents with respect to its Priority Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgment, including the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action, which notice may be given during the pendency of any Standstill Period); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such 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 such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this AgreementAgreement including, each Priority Secured Creditor without limitation, the rights of the Junior Lender under Section 2.4, until the Senior Debt has been indefeasibly paid in full in cash (or another form acceptable to the Senior Agent in writing) , and both inside and outside of a Proceeding, the Senior Agent, and the Senior Lenders or any representative thereof in the manner provided in the Senior Debt Documents, shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Debt Documents and the other Documents with respect to its Priority any Collateral, to exercise and enforce all privileges and rights thereunder and with respect thereto, according to its their sole and absolute discretion and the exercise of its sole their business judgment, including including, without limitation, the exclusive right to take or retake control or possession of such Priority any Collateral and to hold, prepare for sale, process, Dispose sell, lease, foreclose upon, dispose of, collect, or liquidate such Priority any Collateral and to incur expenses in connection with any of the foregoing, including, without limitation, in connection with such Disposition sale or disposition and to exercise any and all of the rights and remedies of a secured lender under the UCC Uniform Commercial Code of any applicable jurisdiction. In furtherance and not in limitation of the foregoing, Junior Lender waives any and all rights to direct the method of any action by any holder of Senior Debt (or any representative thereof) in connection with, and any right to object to, a strict foreclosure with respect to any Collateral, waives any and all rights of redemption and hereby consents to each holder of Senior Debt (or any representative thereof) dealing in all respects with the Collateral as if there were no Liens on the Collateral securing the Subordinated Debt; provided, however, that nothing herein shall constitute a waiver the Junior Lender’s right to object to or assert that a private or public sale conducted by the Senior Agent was commercially unreasonable. In conducting any public or private sale under the UCC of its Priority CollateralUniform Commercial Code, the Priority Secured Creditor Senior Agent shall give the Junior Secured Creditor Lender such notice (a “UCC Notice”) of such sale as may be required by the applicable UCCUniform Commercial Code; provided, however, that 10 ten (10) days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such 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 such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Senior Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgmentjudgment including, including but not limited to, the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (pursuant to a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable noticeforeclosure or otherwise. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding Notwithstanding any rights or remedies available to a the Junior Secured Creditor under applicable law or under any document or instrument evidencing, securing or otherwise executed in connection with the incurrence of the obligations contemplated by the Junior Documents, Junior Creditor shall not be permitted to foreclose upon their security interests in any of the applicable Obligation DocumentsCollateral, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action to exercise similar remedies with respect to Collateral thatthereto, so long as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration any of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event Senior Indebtedness shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remediesexist, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) only the Priority Secured Senior Creditor shall have commenced the enforcement right to restrict or exercise permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. Junior Creditor will not in any manner interfere with Senior Creditor's security interests in the Collateral unless and until Borrower has satisfied in full the Senior Indebtedness and Senior Creditor has given Junior Creditor written notice thereof. The Junior Creditor waives notice of, and agrees not to challenge the method, manner, time, place or terms, of any disposition of the Collateral by Senior Creditor. Accordingly, should Senior Creditor elect to exercise its rights or and remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral, Senior Creditor may proceed to do so without regard to any interest of the Junior Creditor, and the Junior Creditor waives any claims that it may have against Senior Creditor for any disposition of the Collateral. The Junior Creditor agrees, whether or not a default has occurred in the payment of any indebtedness or the performance of any other obligations to it, that any liens on and security interests in the Collateral or any portion thereof that it might have or acquire shall automatically be fully released ipso facto as to which the all indebtedness and other obligations secured thereby owing to Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of when Senior Creditor releases its lien in and security interest on such Collateral within a commercially reasonable time): in the solicitation event of bids from third parties to conduct the liquidation of all any sale, disposition or other realization by Senior Creditor (or any material portion of agent therefor) upon such 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 such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.

Management of Collateral. Subject to the other terms Agent and conditions of this Agreement, each Priority Secured Creditor Senior Lenders shall have the ------------------------ exclusive right to manage, perform and enforce the terms of the applicable Obligation Senior Loan Documents with respect to its Priority the Senior Lender Collateral, to exercise and enforce all privileges and rights thereunder according to its sole their discretion and the exercise of its sole their business judgmentjudgment including, including but not limited to, the exclusive right to take or retake control or possession of such Priority the Senior Lender Collateral and to hold, prepare for sale, process, Dispose sell, lease, dispose of, or liquidate such Priority Collateral and the Senior Lender Collateral, pursuant to incur expenses a foreclosure or otherwise. Notwithstanding anything to the contrary contained in any document, instrument or agreement evidencing, securing or otherwise executed in connection with such Disposition and the incurrence of the Subordinated Debt, only the Senior Lenders shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of Senior Lender Collateral. Accordingly, should Agent or any Senior Lender elect to exercise all the its rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of the Senior Lender Collateral, Agent or such Non-Priority Collateral Senior Lender may proceed to do so in a commercially reasonable manner as required by the Uniform Commercial Code, without regard to which any interest of Subordinated Lender, and Subordinated Lender waives any claims that it may have against Agent and Senior Lenders for any disposition of the Junior Secured Creditor has commenced an Enforcement ActionSenior Lender Collateral, as applicable, or commenced provided that any such action disposition by Agent and Senior Lenders is conducted in a commercially reasonable ma nner as required by the applicable provisions of the Uniform Commercial Code. Without affecting Subordinated Lender's obligations set forth in this Agreement not to obtain any lien or proceeding (including, without limitation, security interest in any of the following (if undertaken Senior Lender Collateral, Subordinated Lender agrees, whether or not a default has occurred in the payment of the Subordinated Debt or the performance of any other obligations to it, that any liens on and pursued to consummate a Disposition of such security interests in the Senior Lender Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of thereof that it might have or acquire shall automatically be fully released ipso facto as to all indebtedness and other obligations secured thereby owing to Subordinated Lender if and when Senior Lenders release their lien in and security interest on such 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 Senior Lender Collateral or any material portion of such Collateral, the notification of account debtors to make payments to the Priority Secured Creditor or its agents, the initiation of any action to take possession of all or any material portion of such Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such Collateral), or the diligent attempt in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Actionthereof.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation First Lien Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor First Lien Agents shall give the Junior Secured Creditor Second Lien Agent such notice (a “"UCC Notice”") of such sale as may be required by the applicable UCC; provided, however, that 10 days’ ' written notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 3.1 or Section 3.4 3.3 below, notwithstanding any rights or remedies available to a Junior Secured Second Lien Creditor under any of the applicable Obligation Second Lien Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority CollateralAction; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take any Enforcement Action as to such Collateral (provided that it gives they give the Priority Secured Creditor First Lien Agents at least 10 Business Days written notice prior to taking such Enforcement Action); provided, furtherhowever, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Second Lien Creditor take or continue to take any Enforcement Action or exercise or continue to exercise if any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding First Lien Agent or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing First Lien Creditor or (ii) the Priority Secured Creditor any representative thereof shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority Collateral as to which the Junior Secured Creditor has commenced and is diligently pursuing an Enforcement Action, as applicable, or commenced any such action or proceeding Action (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable timein good faith): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such 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 such the Collateral, the notification of account debtors to make payments to the Priority Secured Creditor First Lien Agents or its their agents, the initiation of any action to take possession of all or any material portion of such the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such the Collateral), or the diligent attempt diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action. For the avoidance of doubt, the parties hereto acknowledge and agree that the Second Lien Agent may engage or retain an expert to value any Collateral or the business of the Obligors irrespective of whether the First Lien Agents do the same.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation First Lien Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdictionjurisdiction against the Collateral. In conducting any public or private sale under the UCC of its Priority the Collateral, the Priority Secured Creditor First Lien Agent shall give the Junior Secured Creditor Second Lien Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ prior written notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 3.1 or Section 3.4 3.3 below, notwithstanding any rights or remedies available to a Junior Secured Second Lien Creditor under any of the applicable Obligation Second Lien Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor shall, directly or indirectly, shall take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority CollateralAction; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take any Enforcement Action as to such Collateral (provided that it gives they give the Priority Secured Creditor First Lien Agent at least 10 5 Business Days written notice prior to taking such Enforcement Action), which notice may be given during the pendency of the applicable Standstill Period) against the Collateral; provided, furtherhowever, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Second Lien Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding Enforcement Action against the Collateral if the First Lien Agent or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured other First Lien Creditor shall have commenced the enforcement or exercise of any rights or remedies and is diligently pursuing an Enforcement Action with respect to more than a de minimis material portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such 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 such the Collateral, the notification of account debtors to make payments to the Priority Secured Creditor First Lien Agent or its agents, the initiation of any action to take possession of all or any material portion of such the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such the Collateral), or the diligent attempt diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action; provided, further, that subject to the other provisions of this Agreement, a Second Lien Creditor may consummate a Permitted Second Lien Disposition which became binding on all relevant parties as a result of an Enforcement Action taken by any Second Lien Creditor after expiration of the Standstill Period and during a period in which the First Lien Agent or any First Lien Creditor had not commenced or been diligently pursuing an Enforcement Action as contemplated above.

Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor the First Lien Creditors shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation First Lien Documents with respect to its Priority the Collateral, to exercise and enforce all privileges and rights thereunder according to its their sole discretion and the exercise of its their sole business judgment, including the exclusive right to take or retake control or possession of such Priority the Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority the Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority CollateralUCC, the Priority Secured Creditor First Lien Agent shall give the Junior Secured Creditor Second Lien Agent such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 3.1 or Section 3.4 3.3 below, notwithstanding any rights or remedies available to a Junior Secured Second Lien Creditor under any of the applicable Obligation Second Lien Documents, applicable law or otherwise, no Junior Secured Second Lien Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral thatAction; provided, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) the Second Lien Creditors may take any Enforcement Action as to such Collateral (provided that it gives they give the Priority Secured Creditor First Lien Agent at least 10 Business Days written notice prior to taking such Enforcement Action); provided, furtherhowever, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Second Lien Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing the First Lien Agent or (ii) the Priority Secured any other First Lien Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a de minimis portion of such Non-Priority Collateral, or with respect to any of such Non-Priority the Collateral as to which the Junior Secured Creditor has commenced an Enforcement Action, as applicable, or commenced any such action or proceeding (including, without limitation, any of the following (if undertaken and pursued to consummate a Disposition of such Collateral within a commercially reasonable time): the solicitation of bids from third parties to conduct the liquidation of all or any material portion of such 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 such the Collateral, the notification of account debtors to make payments to the Priority Secured Creditor First Lien Agent or its agents, the initiation of any action to take possession of all or any material portion of such the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any material portion of such the Collateral), or the diligent attempt diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any material portion of such the Collateral or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action.