Common use of No interference Clause in Contracts

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and on behalf of each Second-Out Secured Party, agrees that each Second-Out Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Lien Administrative Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency Proceeding has been commenced, the Second Lien Secured Party Parties: (i) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not take occurred, (A) commence any Enforcement Action; provided, however, that the Second Lien Administrative Agent may enforce or cause exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Administrative Agent has delivered to the First Lien Administrative Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Lien Credit Agreement (the “Standstill Period”); provided further, however, that (A) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, except for Second Lien Permitted Actions, in no event shall the Second Lien Administrative Agent or any other Second Lien Secured Party commence an Enforcement Action with respect to any Collateral, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such Enforcement Action, if the First Lien Administrative Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), an Enforcement Action with respect to all or a portion of the Collateral (prompt written notice thereof to be taken given to the Second Lien Administrative Agent by the First Lien Administrative Agent), and (B) after the expiration of the Standstill Period, so long as neither the First Lien Administrative Agent nor the First Lien Secured Parties have commenced any action to enforce their Lien on any material portion of the purpose Collateral, in the event that and for so long as the Second Lien Secured Parties (or effect of which is the Second Lien Administrative Agent on their behalf) have commenced actions to give such Second-Out Secured Party any preference or priority relative to, any First-Out enforce their Lien with respect to the Shared Collateral all or any part thereofmaterial portion of the Collateral to the extent permitted hereunder and are diligently pursuing such actions (it being understood that this clause shall not constitute a waiver by the First Lien Administrative Agent or the other First Lien Secured Parties of the provisions of Article VI), neither the First Lien Secured Parties nor the First Lien Administrative Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Intercreditor Agreement (including the turnover provisions of Article IV) are complied with; and provided further that the Standstill Period shall be tolled for so long as any automatic stay or any other stay or other order prohibiting the exercise of remedies by the First Lien Administrative Agent or the First Lien Secured Parties with respect to the Collateral is in effect by operation of law or has been entered into by a court of competent jurisdiction; (ii) will not challenge contest, protest or question in object to any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established Enforcement Action brought by the provisions of this AgreementFirst Lien Administrative Agent or any other First Lien Secured Party, including any Enforcement Action by any First Lien Secured Party relating to the Collateral; (iii) subject to the rights of the Second Lien Secured Parties under clause (i) above, will not object to the forbearance by the First Lien Administrative Agent or any other First Lien Secured Party from commencing or pursuing any Enforcement Action with respect to the Collateral; (iv) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any Enforcement Action with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (v) will not, except for Second Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Loan Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (vi) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Administrative Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of which whether any action or failure to act by or on behalf of the First Lien Administrative Agent or any other First Lien Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Lien Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ivii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Lien Obligation or Second-Out any First Lien Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by this Agreement; provided, however, that, in the provisions case of clauses (i) through (vii) above, it is the intention of the parties hereto that the Liens granted to secure the Second Lien Obligations of the Second Lien Secured Parties shall attach to any proceeds remaining from any such Enforcement Action taken by the First Lien Administrative Agent or any First Lien Secured Party in accordance with this Agreement and (ii) will not take or cause after application of such proceeds to be taken any action Discharge the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this AgreementFirst Lien Obligations.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties: (i) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not take occurred, (A) enforce or cause exercise, or seek to enforce or exercise, any rights or remedie, (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Lien Collateral Agent or any other Second Lien Secured Party is a party) or (B) commence or join with any person (other than the First Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Lien Collateral Agent may enforce or exercise any or all such rights and remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Collateral Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Lien Credit Agreement (the “Standstill Period”); provided further, however, that (A) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Collateral Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any Collateral or any such action or proceeding (prompt written notice thereof to be taken given to the Second Lien Collateral Agent by the First Lien Collateral Agent) and (B) after the expiration of the Standstill Period, so long as neither the First Lien Collateral Agent nor the First Lien Secured Parties have commenced any action to enforce their Lien on any material portion of the purpose Collateral, in the event that and for so long as the Second Lien Secured Parties (or effect of which is the Second Lien Collateral Agent on their behalf) have commenced any actions to give such Second-Out Secured Party any preference or priority relative to, any First-Out enforce their Lien with respect to the Shared Collateral all or any part thereofmaterial portion of the Collateral to the extent permitted hereunder and are diligently pursuing such actions, neither the First Lien Secured Parties nor the First Lien Collateral Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Intercreditor Agreement (including the turnover provisions of Article IV) are complied with; (ii) will not challenge contest, protest or question in object to any foreclosure action or proceeding brought by the validity First Lien Collateral Agent or enforceability any other First Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by remedies relating to the provisions of this AgreementCollateral under the First Lien Loan Documents or otherwise, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iii) subject to the rights of the Second Lien Secured Parties under clause (i) above, will not object to the forbearance by the First Lien Collateral Agent or any other First Lien Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (iv) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (v) will not, except for Second Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Loan Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (vi) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of which whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Lien Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ivii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Lien Obligation or Second-Out any First Lien Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and Each Second Lien Representative on behalf of itself and each Second-Out Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will represented by it agrees that, whether or not take a Bankruptcy/Liquidation Proceeding has been commenced by or cause to be taken against any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereofGrantor, (iia) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to interferemake any Lien on the Collateral securing any of the Second Lien Secured Obligations pari passu with, or to give such Second Lien Secured Party any preference or priority relative to, any Lien on the Collateral securing any of the First Lien Secured Obligations, (b) it will not challenge or question in any proceeding, or support any other Person in challenging or questioning in any proceeding, in each case including, without limitation, any Bankruptcy/Liquidation Proceeding, the validity or enforceability of any First Lien Secured Obligations or First Lien Security Document, or the validity, attachment, perfection or priority of any Lien on the Collateral securing or purporting to secure any of the First Lien Secured Obligations, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement, (c) it will not, except in connection with the taking of any Second Lien Permitted Actions, contest, protest, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition disposition of the Shared Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First-Out First Lien Secured Party Parties or the First-Out Agent First Lien Representative acting on their behalf, (ivd) it shall have no right to (Ai) direct the First-Out Agent any First Lien Representative or any other First-Out First Lien Secured Party to exercise any right, remedy or power with respect to any Shared the Collateral or (Bii) consent to the exercise by the First-Out Agent any First Lien Representative or any other First-Out First Lien Secured Party of any right, remedy or power with respect to any Shared the Collateral, (ve) it will not institute any suit or assert in any suit or Insolvency or suit, Bankruptcy/Liquidation Proceeding or other proceeding any claim against the First-Out Agent any First Lien Representative or other First-Out any First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent any First Lien Representative nor any other First-Out First Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent any such First Lien Representative or other First-Out any such First Lien Secured Party with respect to any Shared Collateral, Collateral securing such First Lien Secured Obligations; provided that nothing in this clause (vie) will not seek, and hereby waives shall prevent any right, Second Lien Secured Party from asserting or seeking to have enforce any Shared Collateral provision of this Agreement or any part thereof marshaled upon provision of any foreclosure or other Disposition of such Shared Collateral, Second Lien Security Document (viito the extent not prohibited by this Agreement) and (f) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights Agreement in its capacity as a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out creditor. Each First Lien Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) it will not challenge or question in any proceeding (including in any Bankruptcy/Liquidation Proceeding) the validity or enforceability of any Second-Out Obligations or Second-Out Second Lien Security Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Lien, or Lien on the validity or enforceability Collateral securing any of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Second Lien Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this AgreementObligations.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties: (i) will not, so long as the Discharge of First Lien Obligations has not take occurred, (A) enforce or cause exercise, or seek to be taken enforce or exercise, any rights or remedies (including any right of setoff and the enforcement of any right under any account control agreement, landlord waiver or bailees letter or any similar agreement or arrangement to which the Second Lien Collateral Agent or any other Second Lien Secured Party is a party) or (B) commence or join with any person (other than the First Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Shared Second Lien Collateral Agent may enforce or exercise any or all such rights and remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Collateral Agent and the Third Lien Collateral Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Lien Purchase Agreement (the Standstill Period); provided further, however, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Collateral Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing, in good faith and in accordance with applicable law, the enforcement or exercise of any rights or remedies with respect to all or a material portion of the Collateral or any part thereof, such action or proceeding (prompt written notice thereof to be given to the Second Lien Collateral Agent and the Third Lien Collateral Agent by the First Lien Collateral Agent); (ii) will not challenge contest, protest or question in object to any foreclosure action or proceeding brought by the validity First Lien Collateral Agent or enforceability any other First Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by remedies relating to the provisions of this AgreementCollateral under the First Lien Note Documents or otherwise, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iii) subject to the Second Lien Secured Parties rights under clause (i) above, will not object to the forbearance by the First Lien Collateral Agent or any other First Lien Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iv) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to Collateral or any condemnation award (or deed in lieu of condemnation) relating to Collateral; (v) will not, except for Second Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Note Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (vi) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of which whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Lien Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ivii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Lien Obligation or Second-Out any First Lien Collateral Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by this Agreement. (b) The Third Lien Collateral Agent, for itself and on behalf of the provisions other Third Lien Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Third Lien Secured Parties: (i) will not, so long as the Discharge of this Agreement First Lien Obligations and the Discharge of Second Lien Obligations has not occurred, (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff and the enforcement of any right under any account control agreement, landlord waiver or bailees letter or any similar agreement or arrangement to which the Third Lien Collateral Agent or any other Third Lien Secured Party is a party) or (B) commence or join with any person (other than the First Lien Collateral Agent or, after the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); (ii) will not contest, protest or object to any foreclosure action or proceeding brought by the First Lien Collateral Agent or any other First Lien Secured Party, Second Lien Collateral Agent or any other Second Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party or Second Lien Secured Party of any rights or remedies relating to the Collateral under the First Lien Note Documents or Second Lien Note Documents, respectively, or otherwise, so long as Third Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iii) will not object to the forbearance by the First Lien Collateral Agent, any other First Lien Secured Parties, Second Lien Collateral Agent or any other Second Lien Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral, so long as Third Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iv) will not, so long as the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has not occurred and except for the Third Lien Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to Collateral or any condemnation award (or deed in lieu of condemnation) relating to Collateral; (v) will not, except for the Third Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Note Documents or effect Second Lien Note Documents, including any Disposition of any Collateral, whether by foreclosure or otherwise; (vi) will not, except for the Third Lien Permitted Actions, object to the manner in which (A) the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First Priority Liens, or (B) the Second Lien Collateral Agent or any other Second Lien Secured Party may seek to enforce or collect the Second Lien Obligations or the Second Priority Liens, in each case regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party, or Second Lien Collateral Agent or any other Second Lien Secured Party is, or could be, adverse to interferethe interests of the Third Lien Secured Parties, hinder and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or delayotherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law, so long as Third Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in any mannerSection 2.01; and (vii) will not attempt, directly or indirectly, whether by judicial proceedings proceeding or otherwise, to challenge or question the validity or enforceability of any saleFirst Lien Obligation, transfer any First Lien Collateral Document, any Second Lien Obligation or any Second Lien Collateral Document, including this Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Agreement. (c) Nothing in this Agreement shall be construed to in any way limit or impair the right of (i) any of the Second Lien Secured Parties or Third Lien Secured Parties to bid for or purchase for cash the Collateral at any private or judicial foreclosure upon such Collateral, (ii) the Second Lien Collateral Agent, any Second Lien Secured Party, the Third Lien Collateral Agent or any Third Lien Secured Party from joining (but not controlling) any foreclosure or other Disposition of judicial lien proceeding with respect to the Shared Collateral initiated by the First Lien Collateral Agent or any Second-Out First Lien Secured Party or the Second-Out Agent acting on their behalf (and to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement, the Second Lien Collateral Agent or any Second Lien Secured Party) so long as it does not delay or interfere in any material respect with the exercise by the First Lien Collateral Agent or such First Lien Secured Party (or to extent permitted by the terms of this Agreement, the exercise by the Second Lien Collateral Agent or such Second Lien Secured Party) of its rights as provided in this Agreement, (iii) the Second Lien Collateral Agents and the Second Lien Note Holders rights to receive any remaining proceeds of the Collateral after the Discharge of First Lien Obligations and (iv) the Third Lien Collateral Agents and the Third Lien Note Holders rights to receive any remaining proceeds of the Collateral after the Discharge of Second Lien Obligations.

No interference. Subject to Section 3.01, Section 3.02 Each Second Lien Collateral Agent and Section 4.02, the Second-Out AgentSecond Lien Representative, for itself and on behalf of each Second-Out Secured Partythe Second Lien Parties it represents, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties: (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (iia) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations First Lien Obligation or First-Out Documentany First Lien Security Document or the First Lien Intercreditor Agreement, or the validity, attachment attachment, perfection or perfection priority of any First-Out Lien, First Priority Lien under any First Lien Security Document or the First Lien Intercreditor Agreement or the validity or enforceability of the priorities, rights or duties established by the by, or other provisions of of, this Agreement, (iiib) will not take or cause to be taken any action the purpose or effect intent of which is, or could be, to interfereinterfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any enforcement or exercise of any rights or remedies under the First Lien Credit Documents, including any sale, transfer or other Disposition disposition of the Shared Collateral by any First-Out First Lien Agent or other First Lien Secured Party or the First-Out Agent acting on their behalfParty, (ivc) shall have no right will not contest, protest or object to (A) direct the First-Out any Collateral Enforcement Action taken or sought to be taken by any First Lien Agent or any other First-Out First Lien Secured Party relating to exercise any right, remedy or power with respect to any the Shared Collateral or (B) consent to under the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings First Lien Credit Documents or otherwise, so long as the Second Priority Liens attach to challenge the enforceability of any provision of this AgreementProceeds thereof subject to the relative priorities set forth in Section 2.01, (viiid) will not object to the forbearance by the First-Out First Lien Agents or any other First Lien Secured Party from commencing or pursuing any Collateral Enforcement Action or to the terms or conditions applicable to such forbearance, (e) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any First-Out other First Lien Secured PartyParty may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of whether any action or failure to act by or on behalf of any First Lien Agent or any other First Lien Secured Party is, or could be, adverse to the interests of the Second Lien Secured Parties, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights rights, including any marshalling rights, a junior secured creditor may have under applicable law; provided that nothing herein shall limit , (f) will not, so long as the rights Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or receive any Second-Out Secured Party Shared Collateral or any Proceeds thereof or payment with respect thereto, in connection with any Collateral Enforcement Action or in connection with any insurance policy award under a policy of insurance relating to enforce the terms any Shared Collateral or any condemnation award (or deed in lieu of this Agreement. The First-Out Agentcondemnation) relating to any Shared Collateral, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (ig) will not challenge attempt, directly or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any mannerindirectly, whether by judicial proceedings or otherwise, to challenge the validity or enforceability of any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms provision of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Junior Lien Collateral Agent, for itself and on behalf of each Second-Out Junior Lien Secured Party, agrees that that, whether or not an Insolvency or Liquidation Proceeding has been commenced, each Second-Out Junior Lien Secured Party Party: (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Junior Lien that such Junior Lien Secured Party has on the Collateral pari passu with, or to give such Second-Out Junior Lien Secured Party any preference or priority relative to, any First-Out Lien with respect to that the Shared First Lien Collateral Agent holds on behalf of the First Lien Secured Parties secured by any Collateral or any part thereof, ; (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations First Lien Obligation or First-Out First Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out LienLien held by the First Lien Collateral Agent on behalf of the First Lien Secured Parties, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, ; (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any foreclosure or enforcement action or exercise of rights and remedies related to the sale, transfer or other Disposition of the Shared Collateral by any First-Out First Lien Secured Party or the First-Out First Lien Collateral Agent acting on their behalf, behalf in an enforcement action; (iv) shall will have no right to (A) direct the First-Out First Lien Collateral Agent or any other First-Out First Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out First Lien Collateral Agent or any other First-Out First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, ; (v) will not institute any suit or assert in any suit or in any Insolvency or Liquidation Proceeding Proceeding, any claim against the First-Out First Lien Collateral Agent or other First-Out First Lien Secured Party seeking damages from from, or seeking other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out First Lien Collateral Agent nor any other First-Out First Lien Secured Party shall will be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out First Lien Collateral Agent or other First-Out First Lien Secured Party with respect to any Shared First Lien Collateral, ; (vi) will not seek, and hereby waives waives, any right, right to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other Disposition of such Shared Collateral, ; (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, ; (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out First Lien Collateral Agent or any First-Out First Lien Secured Party, and ; and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights right a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency Proceeding has been commenced, the Second Lien Secured Party Parties: (i) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not take occurred, commence any Enforcement Action; provided, however, that the Second Lien Collateral Agent may, subject to the other provisions of this Agreement (including the turnover provisions of Article IV), enforce or cause exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Administrative Agent has delivered to be taken the First Lien Administrative Agent written notice of the earlier of (x) the date on which an Event of Default under any action Second Lien Loan Document has occurred and (y) the purpose date on which the Second Lien Obligations have been accelerated (the “Standstill Period”); provided further, however, that notwithstanding the expiration of the Standstill Period or effect of which is anything herein to give such Second-Out the contrary, except for Second Lien Permitted Actions, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party any preference or priority relative to, any First-Out Lien commence an Enforcement Action with respect to any Collateral, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such Enforcement Action, if the Shared First Lien Collateral Agent or any part other First Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), an Enforcement Action with respect to any portion of the Collateral; (ii) will not challenge contest, protest or question in object to any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established Enforcement Action brought by the provisions of this AgreementFirst Lien Collateral Agent or any other First Lien Secured Party, including any Enforcement Action by any First Lien Secured Party relating to the Collateral; (iii) subject to the rights of the Second Lien Secured Parties under clause (i) above, will not object to the forbearance by the First Lien Collateral Agent or any other First Lien Secured Party from commencing or pursuing any Enforcement Action with respect to the Collateral; (iv) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any Enforcement Action with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (v) will not, except for Second Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Loan Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (vi) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of which whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Lien Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ivii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Lien Obligation or Second-Out Documentany First Lien Security Instrument, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by this Agreement; provided, however, that, in the provisions case of clauses (i) through (vii) above, it is the intention of the parties hereto that the Liens granted to secure the Second Lien Obligations of the Second Lien Secured Parties shall attach to any proceeds remaining from any such Enforcement Action taken by the First Lien Collateral Agent or any First Lien Secured Party in accordance with this Agreement and (ii) will not take or cause after application of such proceeds to be taken any action Discharge the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this AgreementFirst Lien Obligations.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Lien Administrative Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency Proceeding has been commenced, the Second Lien Secured Party Parties: (i) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not take occurred, (A) enforce or cause exercise, or seek to be taken any action the purpose enforce or effect of which is to give such Second-Out Secured Party any preference or priority relative toexercise, any First-Out Lien rights or remedies (including any right of setoff) with respect to any Collateral (including the Shared enforcement of any right under any account control agreement (if any), any letter to purchasers of production, or any similar agreement or arrangement to which the Second Lien Administrative Agent or any other Second Lien Secured Party is a party) or (B) commence or join with any Person (other than the First Lien Administrative Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that, after a period of 180 days has elapsed since the date on which the Second Lien Administrative Agent has delivered to the First Lien Administrative Agent written notice of the acceleration of the Obligations then outstanding under the Second Lien Credit Agreement as the result of the occurrence and continuation of an Event of Default under the Second Lien Credit Agreement (the “Standstill Period”), the Second Lien Administrative Agent may, with the concurrence of the Second Lien Required Lenders, or shall, at the written direction of the Second Lien Required Lenders, enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding; provided further, however, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Administrative Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Administrative Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any Collateral or any part thereofsuch action or proceeding (prompt written notice thereof to be given to the Second Lien Administrative Agent by the First Lien Administrative Agent), or any Grantor, acting with the consent of the First Lien Administrative Agent, shall have commenced and shall be diligently pursuing any action to Dispose of any Collateral; provided further, however, that notwithstanding any enforcement action or any exercise of rights by the Second Lien Administrative Agent, the proceeds thereof shall remain subject to this Agreement in all respects, including Sections 2.01 and 2.07 hereof. (ii) will not challenge contest, protest, seek to enjoin or question in object to (x) any foreclosure action or proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established brought by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out First Lien Administrative Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out First Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.,

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and Each Second Lien Representative on behalf of itself and each Second-Out Secured Party, agrees that each Second-Out Second Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to interferemake any Lien on the Collateral securing any of the Second Lien Secured Obligations pari passu with, or to give such Second Lien Secured Party any preference or priority relative to, any Lien on the Collateral securing or purporting to secure any of the First Lien Secured Obligations, (ii) it will not challenge or question in any proceeding, or support any other Person in challenging or questioning in any proceeding, in each case including, without limitation, any Bankruptcy/Liquidation Proceeding, the validity, allowability, or enforceability of any First Lien Secured Obligations or First Lien Security Document, or the validity, attachment, perfection or priority of any Lien on the Collateral securing or purporting to secure any of the First Lien Secured Obligations, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other provisions of this Agreement, (iii) it will not contest, protest, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition disposition of the Shared Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First-Out First Lien Secured Party Parties or the First-Out Agent First Lien Representative acting on their behalf, (iv) it shall have no right to (A) direct the First-Out Agent any First Lien Representative or any other First-Out First Lien Secured Party to exercise any right, remedy or power with respect to any Shared the Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by the First-Out Agent any First Lien Representative or any other First-Out First Lien Secured Party of any right, remedy or power with respect to any Shared the Collateral, (v) it will not institute any suit or assert in any suit or Insolvency or suit, Bankruptcy/Liquidation Proceeding or other proceeding any claim against the First-Out Agent any First Lien Representative or other First-Out any First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent any First Lien Representative nor any other First-Out First Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent any such First Lien Representative or other First-Out any such First Lien Secured Party with respect to any Shared Collateral, Collateral securing such First Lien Secured Obligations; provided that nothing in this clause (v) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of any Second Lien Security Document (to the extent not prohibited by this Agreement) and (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein in this Section 2.05(a) shall limit the rights of prevent any Second-Out Second Lien Secured Party from asserting or seeking to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions provision of this Agreement and (ii) will not take or cause to be taken taking any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this AgreementSecond Lien Permitted Action.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.015.01, Section 3.02 5.02 and Section 4.026.02, the Second-Out Term Loan Agent, for itself and on behalf of each Second-Out Term Loan Secured Party, agrees that each Second-Out Term Loan Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Term Loan Secured Party any preference or priority relative to, any First-Out Revolver Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question (or direct the Collateral Trustee to challenge or question) in any proceeding the validity or enforceability of any First-Out Revolver Obligations or First-Out Revolver Document, or the validity, attachment or perfection of any First-Out Revolver Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by the Revolver Agent or the Collateral Trustee, at the direction of any First-Out Revolver Secured Party or the First-Out Agent Revolver Agent, acting on their behalf, (iv) shall have no right to (A) direct the First-Out Collateral Trustee (except as provided in Section 5.02), the Revolver Agent or any other First-Out Revolver Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Collateral Trustee, the Revolver Agent or any other First-Out Revolver Secured Party of any right, remedy or power of the Revolver Secured Parties with respect to any Shared Collateral, (v) will not institute or cause to be instituted any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Collateral Trustee, the Revolver Agent or other First-Out Revolver Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Collateral Trustee, the Revolver Agent nor any other First-Out Revolver Secured Party shall be liable to any of the Second-Out Term Loan Secured Parties for, any action taken or omitted to be taken by the First-Out Collateral Trustee, the Revolver Agent or other First-Out Revolver Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Revolver Agent or the Collateral Trustee at the direction of the Revolver Agent or any First-Out Revolver Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Term Loan Secured Party to enforce the terms of this Agreement. The First-Out Revolver Agent, for itself and on behalf of each First-Out Revolver Secured Party, agrees that each First-Out Revolver Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Term Loan Obligations or Second-Out Term Loan Document, or the validity, attachment or perfection of any Second-Out Term Loan Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by the Collateral Trustee, any Second-Out Term Loan Secured Party or the Second-Out Term Loan Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Priority Agent, for itself and on behalf of each Second-Out the other Second Priority Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced, the Second Priority Secured Parties: (a) except for Second Priority Permitted Actions, will not, so long as the Discharge of First Priority Claims has not occurred, (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Priority Agent or any other Second Priority Secured Party is a party) or (B) commence or join with any Person (other than the First Priority Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Priority Agent may enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Priority Agent has delivered to the First Priority Agent written notice of the occurrence of an Event of Default (as defined in the Second Priority Debt Documents) and its current intention to accelerate the Indebtedness then outstanding under the Second Priority Debt Agreement (the “Standstill Period”); provided further, however, that (1) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Priority Agent or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Priority Agent or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to all or a material portion of the Collateral or any such action or proceeding (prompt written notice thereof to be given to the Second Priority Agent by the First Priority Agent) and (2) after the expiration of the Standstill Period, so long as neither the First Priority Agent nor the First Priority Secured Party has commenced any action to enforce their Lien on any material portion of the Collateral, in the event that and for so long as the Second Priority Secured Parties (or the Second Priority Agent on their behalf) have commenced any actions to enforce their Liens with respect to any material portion of the Collateral to the extent permitted hereunder and are diligently pursuing such actions, neither the First Priority Secured Party nor the First Priority Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Agreement (including the turnover provisions of Article IV) are complied with; (b) will not contest, protest or object to any foreclosure action or proceeding brought by the First Priority Agent or any other First Priority Secured Party, agrees that each Second-Out or any other enforcement or exercise by any First Priority Secured Party of any rights or remedies relating to the Collateral under the First Priority Debt Documents or an Insolvency or Liquidation Proceeding or in connection with a Liquidation Sale or otherwise, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01(a); (ic) subject to the rights of the Second Priority Secured Parties under Section 3.02(a), will not take object to the forbearance by the First Priority Agent or cause to be taken any action the purpose or effect of which is to give such Second-Out other First Priority Secured Party from commencing or pursuing any preference foreclosure action or priority relative to, proceeding or any First-Out Lien other enforcement or exercise of any rights or remedies with respect to the Shared Collateral; (d) will not, so long as the Discharge of First Priority Claims has not occurred and except for Second Priority Permitted Actions, take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any part thereof, condemnation award (iior deed in lieu of condemnation) relating to any Collateral; (e) will not challenge not, except for Second Priority Permitted Actions, take any action that would, or question could reasonably be expected to, hinder, in any proceeding manner, any exercise of remedies under the validity or enforceability First Priority Debt Documents, including any Disposition of any First-Out Obligations Collateral, whether by foreclosure or First-Out Documentotherwise; (f) will not, except for Second Priority Permitted Actions, object to the manner in which the First Priority Agent or any other First Priority Secured Party may seek to enforce or collect the First Priority Claims or the validityFirst Priority Liens, attachment regardless of whether any action or perfection of any First-Out Lien, failure to act by or the validity or enforceability on behalf of the priorities, rights First Priority Agent or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which other First Priority Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Priority Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ig) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Priority Claim or Second-Out any First Priority Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Priority Agent, for itself and on behalf of each Second-Out the other Second Priority Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced, the Second Priority Secured Parties: (a) except for Second Priority Permitted Actions, will not, so long as the Discharge of First Priority Claims has not occurred, (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Priority Agent or any other Second Priority Secured Party is a party) or (B) commence or join with any Person (other than the First Priority Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Priority Agent may enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 90 days has elapsed (which period shall be tolled during any period in which the First Priority Agent shall not be entitled to enforce or exercise any rights or remedies with respect to any Collateral as a result of (x) any injunction issued by a court of competent jurisdiction or (y) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Second Priority Agent has delivered to the First Priority Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Priority Debt Agreement (the “Standstill Period”); provided further, however, that (1) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Priority Agent or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Priority Agent or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such action or proceeding (prompt written notice thereof to be given to the Second Priority Agent by the First Priority Agent) and (2) after the expiration of the Standstill Period, so long as neither the First Priority Agent nor the First Priority Secured Parties have commenced any action to enforce their Lien on any material portion of the Collateral, in the event that and for so long as the Second Priority Secured Parties (or the Second Priority Agent on their behalf) have commenced any actions to enforce their Liens with respect to any material portion of the Collateral to the extent permitted hereunder and are diligently pursuing such actions, neither the First Priority Secured Parties nor the First Priority Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Intercreditor Agreement (including the turnover provisions of Article IV) are complied with; (b) will not contest, protest or object to any foreclosure action or proceeding brought by the First Priority Agent or any other First Priority Secured Party, agrees that each Second-Out or any other enforcement or exercise by any First Priority Secured Party of any rights or remedies relating to the Collateral under the First Priority Debt Documents or an Insolvency or Liquidation Proceeding or in connection with a Liquidation Sale or otherwise, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01(a); (c) subject to the rights of the Second Priority Secured Parties under clause (i) above, will not take object to the forbearance by the First Priority Agent or cause to be taken any action the purpose or effect of which is to give such Second-Out other First Priority Secured Party from commencing or pursuing any preference foreclosure action or priority relative to, proceeding or any First-Out Lien other enforcement or exercise of any rights or remedies with respect to the Shared Collateral; (d) will not, so long as the Discharge of First Priority Claims has not occurred and except for Second Priority Permitted Actions, take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any part thereof, condemnation award (iior deed in lieu of condemnation) relating to any Collateral; (e) will not challenge not, except for Second Priority Permitted Actions, take any action that would, or question could reasonably be expected to, hinder, in any proceeding manner, any exercise of remedies under the validity or enforceability First Priority Debt Documents, including any Disposition of any First-Out Obligations Collateral, whether by foreclosure or First-Out Documentotherwise; (f) will not, except for Second Priority Permitted Actions, object to the manner in which the First Priority Agent or any other First Priority Secured Party may seek to enforce or collect the First Priority Claims or the validityFirst Priority Liens, attachment regardless of whether any action or perfection of any First-Out Lien, failure to act by or the validity or enforceability on behalf of the priorities, rights First Priority Agent or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which other First Priority Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Priority Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ig) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Priority Claim or Second-Out any First Priority Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Priority Agent, for itself and on behalf of each Second-Out the other Second Priority Secured PartyParties, agrees that each Second-Out that, so long as the Discharge of First Priority Claims has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Priority Secured Party Parties will not, except for Second Priority Permitted Actions, (iA) will not take enforce or cause exercise, or seek to be taken any action the purpose enforce or effect of which is to give such Second-Out Secured Party any preference or priority relative toexercise, any First-Out Lien rights or remedies (including any right of setoff) with respect to the any Shared Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any part thereof, (ii) will not challenge similar agreement or question in any proceeding arrangement to which the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Second Priority Agent or any other First-Out Second Priority Secured Party is a party) or (B) commence or join with any Person (other than the First Priority Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that none of the Second Priority Secured Parties may enforce or exercise any rightor all such rights and remedies, remedy or power commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, until a period of 180 days has elapsed since the date on which the Second Priority Agent has delivered to the First Priority Agent written notice of the occurrence of an Event of Default under the Second Priority Debt Agreement (the “Standstill Period”); provided further, however, that (1) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Priority Agent or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Priority Agent or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any Shared Collateral or any such action or proceeding (B) consent prompt written notice thereof to be given to the exercise Second Priority Agent by the First-Out First Priority Agent) and (2) after the expiration of the Standstill Period, so long as neither the First Priority Agent nor the First Priority Secured Parties have commenced any action to enforce their Lien on any material portion of the Shared Collateral, in the event that and for so long as the Second Priority Secured Parties (or the Second Priority Agent on their behalf) have commenced any other First-Out Secured Party of any right, remedy or power actions to enforce their Lien with respect to any Shared Collateral to the extent permitted hereunder and are diligently pursuing such actions, neither the First Priority Secured Parties nor the First Priority Agent shall take any action of a similar nature with respect to such Shared Collateral; provided that all other provisions of this Agreement (including the turnover provisions of Article IV) are complied with. (b) Each Person that holds Excess Claims agrees that, (v) will so long as the Discharge of Second Priority Claims has not institute occurred, whether or not any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent has been commenced, such Person will not, except for Excess Claims Permitted Actions, (A) enforce or other First-Out Secured Party seeking damages from exercise, or other relief by way of specific performance, instructions seek to enforce or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties forexercise, any action taken rights or omitted to be taken by the First-Out Agent or other First-Out Secured Party remedies (including any right of setoff) with respect to any Shared CollateralCollateral (including the enforcement of any right under any account control agreement, (vi) will not seek, and hereby waives any right, to have any Shared Collateral landlord waiver or bailee’s letter or any part thereof marshaled upon similar agreement or arrangement to which such Person is a party) or (B) commence or join with any foreclosure Person (other than the Second Priority Agent) in commencing, or other Disposition of such Shared Collateral, (vii) will not attempt, directly petition for or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability vote in favor of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by lawresolution for, any right to demand, request, plead action or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law proceeding with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, such rights or duties established by remedies (including any foreclosure action). For the sake of clarity, the foregoing provisions of this Agreement and (iiSection 3.02(b) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf shall only apply to the extent such sale, transfer or other Disposition is permitted exercise of rights and remedies by the terms holders of this AgreementExcess Claims in such capacity and shall not be applicable to the First Priority Secured Parties in respect of their exercise of rights and remedies with respect to their First Priority Claims.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Collateral Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties: (i) will not, so long as the Discharge of First Lien Obligations has not take occurred, (A) enforce or cause exercise, or seek to be taken enforce or exercise, any rights or remedies (including any right of setoff and the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Lien Collateral Agent or any other Second Lien Secured Party is a party) or (B) commence or join with any person (other than the First Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Shared Second Lien Collateral Agent may enforce or exercise any or all such rights and remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Collateral Agent and the Third Lien Collateral Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Lien Purchase Agreement (the “Standstill Period”); provided further, however, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Collateral Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing, in good faith and in accordance with applicable law, the enforcement or exercise of any rights or remedies with respect to all or a material portion of the Collateral or any part thereof, such action or proceeding (prompt written notice thereof to be given to the Second Lien Collateral Agent and the Third Lien Collateral Agent by the First Lien Collateral Agent); (ii) will not challenge contest, protest or question in object to any foreclosure action or proceeding brought by the validity First Lien Collateral Agent or enforceability any other First Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by remedies relating to the provisions of this AgreementCollateral under the First Lien Note Documents or otherwise, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iii) subject to the Second Lien Secured Parties’ rights under clause (i) above, will not object to the forbearance by the First Lien Collateral Agent or any other First Lien Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iv) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to Collateral or any condemnation award (or deed in lieu of condemnation) relating to Collateral; (v) will not, except for Second Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Note Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (vi) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of which whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Lien Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ivii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Lien Obligation or Second-Out any First Lien Collateral Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by this Agreement. (b) The Third Lien Collateral Agent, for itself and on behalf of the provisions other Third Lien Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Third Lien Secured Parties: (i) will not, so long as the Discharge of this Agreement First Lien Obligations and the Discharge of Second Lien Obligations has not occurred, (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff and the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Third Lien Collateral Agent or any other Third Lien Secured Party is a party) or (B) commence or join with any person (other than the First Lien Collateral Agent or, after the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); (ii) will not contest, protest or object to any foreclosure action or proceeding brought by the First Lien Collateral Agent or any other First Lien Secured Party, Second Lien Collateral Agent or any other Second Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party or Second Lien Secured Party of any rights or remedies relating to the Collateral under the First Lien Note Documents or Second Lien Note Documents, respectively, or otherwise, so long as Third Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iii) will not object to the forbearance by the First Lien Collateral Agent, any other First Lien Secured Parties, Second Lien Collateral Agent or any other Second Lien Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral, so long as Third Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iv) will not, so long as the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has not occurred and except for the Third Lien Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to Collateral or any condemnation award (or deed in lieu of condemnation) relating to Collateral; (v) will not, except for the Third Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Note Documents or effect Second Lien Note Documents, including any Disposition of any Collateral, whether by foreclosure or otherwise; (vi) will not, except for the Third Lien Permitted Actions, object to the manner in which (A) the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First Priority Liens, or (B) the Second Lien Collateral Agent or any other Second Lien Secured Party may seek to enforce or collect the Second Lien Obligations or the Second Priority Liens, in each case regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party, or Second Lien Collateral Agent or any other Second Lien Secured Party is, or could be, adverse to interferethe interests of the Third Lien Secured Parties, hinder and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or delayotherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law, so long as Third Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in any mannerSection 2.01; and (vii) will not attempt, directly or indirectly, whether by judicial proceedings proceeding or otherwise, to challenge or question the validity or enforceability of any saleFirst Lien Obligation, transfer any First Lien Collateral Document, any Second Lien Obligation or any Second Lien Collateral Document, including this Agreement, or the validity or enforceability of the priorities, rights or obligations established by this Agreement. (c) Nothing in this Agreement shall be construed to in any way limit or impair the right of (i) any of the Second Lien Secured Parties or Third Lien Secured Parties to bid for or purchase for cash the Collateral at any private or judicial foreclosure upon such Collateral, (ii) the Second Lien Collateral Agent, any Second Lien Secured Party, the Third Lien Collateral Agent or any Third Lien Secured Party from joining (but not controlling) any foreclosure or other Disposition of judicial lien proceeding with respect to the Shared Collateral initiated by the First Lien Collateral Agent or any Second-Out First Lien Secured Party or the Second-Out Agent acting on their behalf (and to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement, the Second Lien Collateral Agent or any Second Lien Secured Party) so long as it does not delay or interfere in any material respect with the exercise by the First Lien Collateral Agent or such First Lien Secured Party (or to extent permitted by the terms of this Agreement, the exercise by the Second Lien Collateral Agent or such Second Lien Secured Party) of its rights as provided in this Agreement, (iii) the Second Lien Collateral Agent’s and the Second Lien Note Holders’ rights to receive any remaining proceeds of the Collateral after the Discharge of First Lien Obligations and (iv) the Third Lien Collateral Agent’s and the Third Lien Note Holders’ rights to receive any remaining proceeds of the Collateral after the Discharge of Second Lien Obligations.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Collateral Agent, for itself and on behalf of each Second-Out other Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared any Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by the Priority Lien Agent or any First-Out other Priority Lien Secured Party or the First-Out Agent acting on their behalfParty, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) prior to the Discharge of Priority Lien Obligations, will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out other Priority Lien Secured Party, and (ix) prior to the Discharge of Priority Lien Obligations, will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law to a junior secured creditor with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(%4) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i%5) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii%5) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii%5) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv%5) shall have no right to (A%6) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B%6) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v%5) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi%5) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii%5) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii%5) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, Party and (ix%5) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (i) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (i%5) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (%5) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (ii%5) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Priority Lien Secured Party or the Second-Out Priority Lien Agent acting on their behalf or by any Second Lien Secured Party or the Second Lien Collateral Trustee acting on their behalf, (%5) shall have no right to (%6) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (%6) consent to the extent such sale, transfer or other Disposition is permitted exercise by the terms Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of this Agreement.any right, remedy or power with respect to any Collateral, (%5) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and on behalf of each Second-Out Each Junior Secured Party, each Junior Representative and each Junior Collateral Agent agrees that each Second-Out Secured Party (i) it will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Junior Claim pari passu with, or to give such Second-Out Junior Secured Party any preference or priority relative to, any First-Out Lien Senior Claim with respect to the Shared Senior Collateral or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations ABL Facility Security Document or First-Out Document, Parity Lien Security Document or the validity, attachment attachment, perfection or perfection priority of any First-Out LienLien under the ABL Facility Security Documents or the Parity Lien Security Documents, or the validity or enforceability of the priorities, rights or duties established by the or other provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or effect intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition disposition of the Shared Senior Collateral by the Applicable Senior Collateral Agent or any First-Out Senior Secured Party Parties or the First-Out Agent any Senior Representative acting on their behalf, (iv) it shall have no right to (A) direct the First-Out Agent Applicable Senior Collateral Agent, any Senior Representative or any other First-Out Secured Party holder of Senior Obligations to exercise any right, remedy or power with respect to any Shared Senior Collateral or (B) consent to the exercise by the First-Out Agent Applicable Senior Collateral Agent, any Senior Representative or any other First-Out Senior Secured Party of any right, remedy or power with respect to any Shared Senior Collateral, (v) it will not institute any suit or assert in any suit suit, bankruptcy, insolvency or Insolvency or Liquidation Proceeding other proceeding any claim against the First-Out Agent Applicable Senior Collateral Agent, any Senior Representative or other First-Out Senior Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither none of the First-Out Agent nor Applicable Senior Collateral Agent, any Senior Representative or any other First-Out Senior Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent such Senior Collateral Agent, such Senior Representative or other First-Out Senior Secured Party with respect to any Shared Senior Collateral, (vi) it will not seek, and hereby waives any right, to have any Shared Senior Collateral or any part thereof marshaled upon any foreclosure or other Disposition disposition of such Shared Collateral, Collateral and (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein in this Agreement shall limit be construed to prevent or impair the rights of any Second-Out of the ABL Facility Collateral Agent, the other ABL Facility Secured Party Parties, the Parity Lien Collateral Trustee or the other Parity Lien Secured Parties to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out AgentThe Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(1) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Collateral Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties: (a) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not occurred, (i) will not take enforce or cause exercise, or seek to be taken any action the purpose enforce or effect of which is to give such Second-Out Secured Party any preference or priority relative toexercise, any First-Out Lien rights or remedies (including any right of setoff) with respect to any Collateral (including the Shared Collateral enforcement of any right under any account control agreement, landlord waiver or bailee's letter or any part thereof, (ii) will not challenge similar agreement or question in any proceeding arrangement to which the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Second Lien Collateral by any First-Out Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Second Lien Secured Party is a party) or (ii) commence or join with any person (other than the First Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action) regarding any collateral; provided, however, that the Second Lien Collateral Agent may enforce or exercise any rightor all such rights and remedies, remedy or power commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 60 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Collateral Agent written notice of an Event of Default (as defined in the Second Lien Credit Agreement) under the Second Lien Credit Agreement (the "Standstill Period") (with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.Enforcement Action after the

No interference. Subject (a) Except for Non-Controlling Permitted Actions, so long as the Discharge of First Priority Debt Obligations has not occurred, each Second Priority Representative (other than, with respect to Section 3.01, Section 3.02 and Section 4.02clauses (i) through (vi) below, the Second-Out AgentControlling Representative), for itself and on behalf of each Second-Out the other Secured PartyParties under its Debt Facility, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, such Representative and such Secured Party Parties: (i) will not take not: (x) enforce or cause exercise, or seek to enforce or exercise, any Enforcement Action or (y) commence or join with any other Person (other than the Controlling Representative) in commencing, or petition for or vote in favor of, any Enforcement Action (including any foreclosure action or seeking or requesting relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof); provided, however, that, subject to Section 3.02(a), from and after the Second Priority Enforcement Table of Contents Date, the Designated Second Priority Representative may enforce or exercise any Enforcement Action, or commence, join with any Person in commencing, or petition for or vote in favor of, any Enforcement Action; provided further, however, that (A) notwithstanding the occurrence of the Second Priority Enforcement Date or anything herein to the contrary, in no event shall any Representative or other Secured Party commence (or join any Person in commencing) any Enforcement Action, if the Designated First Priority Representative or any other First Priority Secured Party shall be then diligently pursuing in a commercially reasonable manner an Enforcement Action with respect to all or a material portion of any Shared Collateral (or shall have timely sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof and such relief is pending) (prompt written notice thereof to be taken given to the Designated Second Priority Representative by the Designated First Priority Representative), and (B) from and after the Second Priority Enforcement Date, so long as none of the Designated First Priority Representative or any other First Priority Secured Party has commenced any action to enforce their Liens on any material portion of the purpose Shared Collateral, in the event that and for so long as the Designated Second Priority Representative or effect of which is to give such Second-Out any other Second Priority Secured Party whose Representative is the Designated Second Priority Representative has commenced any preference actions to enforce or priority exercise any Enforcement Action and are then diligently pursuing such actions in a commercially reasonable manner, none of the other Representatives or any other Secured Party shall take any action of a similar nature with respect to such Shared Collateral; provided that in all such cases, all other provisions of this Agreement (including the turnover provisions of Article IV) are complied with; (ii) will not contest, protest or object to any foreclosure action or proceeding brought by the Controlling Representative or any other Controlling Secured Party, or any other enforcement or exercise by any Controlling Secured Party of any rights or remedies relating to the Shared Collateral under the First Priority Debt Documents or otherwise, so long as Liens with respect to each other Series of Secured Debt Obligations attach to the Proceeds thereof subject to the relative topriorities set forth in Section 2.01, and the notice given of, and the conduct of, such foreclosure action or proceeding is in accordance with applicable law; (iii) subject to the rights of the Secured Parties under clauses (i) and (ii) above, will not contest, protest or object to the forbearance by the Controlling Representative or any First-Out Lien other Controlling Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Shared Collateral or to the terms or conditions applicable to any part thereof, such forbearance; (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiiv) will not take or cause to be taken receive any action the purpose or effect of which isShared Collateral, or could be, to interfere, hinder or delayany Proceeds thereof, in connection with the exercise of any mannerEnforcement Action, whether by judicial proceedings or otherwise, in connection with any sale, transfer or other Disposition insurance policy award under a policy of the Shared Collateral by any First-Out Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect insurance relating to any Shared Collateral or any condemnation award (Bor deed in lieu of condemnation) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect relating to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.;

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) prior to the Discharge of Priority Lien Obligations will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (iiB) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiC) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalfbehalf in any enforcement action, (ivD) shall have no right to (A1) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B2) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiC) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Priority Lien Secured Party or the Second-Out Priority Lien Agent acting on their behalf or by any Second Lien Secured Party or the Second Lien Collateral Trustee acting on their behalf in any enforcement action, (D) shall have no right to (1) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (2) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (F) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations, will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Trustee or any Second Lien Secured Party and (I) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (i) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Second Lien pari passu with, or to give such Second Lien Secured Party any preference or priority relative to, any Priority Lien with respect to the Collateral or any part thereof, (B) will not (I) challenge or question in any proceeding the validity or enforceability of any Priority Lien Obligations or Priority Lien Document, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement or (II) initiate a challenge or question in any proceeding the validity, attachment, perfection or priority of any Priority Lien (unless, for the avoidance of doubt, the same or related subject matter has been (I) asserted by any other party in any Insolvency or Liquidation Proceedings or (II) raised or determined, in each case, as a substantive matter by the court in any such Insolvency or Liquidation Proceedings), (C) will not take or cause to be taken any action the purpose or effect of which is to materially interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (ivD) shall have no right to (AI) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (BII) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out Third Lien Collateral Agent, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (iiA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not (I) challenge or question in any proceeding the validity or enforceability of any Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second Lien Document, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement or (II) initiate a challenge or question in any proceeding the validity, attachment, perfection or priority of any Priority Lien or any Second Lien (unless, for the avoidance of doubt, the same or related subject matter has been (I) asserted by any other party in any Insolvency or Liquidation Proceedings or (II) raised or determined, in each case, as a substantive matter by the court in any such Insolvency or Liquidation Proceedings), (C) will not take or cause to be taken any action the purpose or effect of which is to materially interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Priority Lien Secured Party or the Second-Out Priority Lien Agent acting on their behalf or by any Second Lien Secured Party or the Second Lien Collateral Agent acting on their behalf, (D) shall have no right to (I) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (II) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (F) will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Agent or any Second Lien Secured Party and (I) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) prior to the Discharge of Priority Lien Obligations will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 Each Second Lien Representative and Section 4.02, the Second-Out each Second Lien Collateral Agent, for itself themselves and on behalf of each Second-Out Secured Party, agrees that each Second-Out other Second Lien Secured Party they represent agree that they will not: (ia) will not take or cause to be taken taken: any action the purpose or effect of which is is, or could be: (i) to make any Lien on the Collateral securing any of the Second Lien Obligations pari passu with; or (ii) to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Lien with respect to on the Shared Collateral or securing any part thereof, (ii) of the First Lien Obligations and it will not challenge challenge, or question support any other Person in challenging, in any proceeding (including in any Bankruptcy/Liquidation Proceeding) the validity or enforceability of any First-Out First Lien Obligations or First-Out First Lien Security Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out LienLien on the Collateral securing or purporting to secure any of the First Lien Obligations, or the validity or enforceability of the priorities, rights or duties established by the or other provisions of this Agreement, (iiib) will not take or cause to be taken except in connection with the taking of any action the purpose or effect of which isSecond Lien Enforcement Action permitted under Section 2.3(b) (“Second Lien Permitted Actions ”), or could be, to interfereinterfere with, hinder or delay, delay in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition disposition of the Shared Collateral or any other exercise of remedies permitted to be taken by any First-Out Secured Party First Lien Representative, any First Lien Collateral Agent or any holder of First Lien Obligations pursuant to the First-Out First Lien Debt Documents against any Collateral or any forbearance thereof, in each case, by any holders of First Lien Obligations or any First Lien Representative or First Lien Collateral Agent acting on their behalf, (ivc) shall have no right to (Ai) direct the First-Out any First Lien Representative, any First Lien Collateral Agent or any other First-Out Secured Party holder of First Lien Obligations to exercise any right, remedy or power with respect to any Shared the Collateral or (Bii) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by the First-Out any First Lien Representative, any First Lien Collateral Agent or any other First-Out Secured Party holder of First Lien Obligations of any right, remedy or power with respect to any Shared the Collateral, (v) it will not institute any suit or assert in any suit suit, bankruptcy, insolvency or Insolvency or Liquidation Proceeding other proceeding any claim against the First-Out any First Lien Representative, any First Lien Collateral Agent or other First-Out Secured Party any holder of First Lien Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out none of any First Lien Representative, any First Lien Collateral Agent nor or any other First-Out Secured Party holder of First Lien Obligations shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out any such First Lien Representative, First Lien Collateral Agent or other First-Out Secured Party any such holder of First Lien Obligations with respect to any Shared Collateral, (vi) will not seek, and hereby waives Collateral securing such First Lien Obligations; provided that nothing in this clause shall prevent any right, Second Lien Secured Party from asserting or seeking to have enforce any Shared Collateral provision of this Agreement or any part thereof marshaled upon provision of any foreclosure or other Disposition of such Shared Collateral, Second Lien Security Document (viito the extent not prohibited by this Agreement) and it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, Agreement in its capacity as a lien creditor. Each First Lien Representative and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared each First Lien Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself themselves and on behalf of each First-Out Secured Party, agrees that each First-Out other First Lien Secured Party they represent agree that they will not: (ia) will not challenge take or question cause to be taken any action the purpose or effect of which is to: challenge, or support any other Person in challenging, in any proceeding (including in any Bankruptcy/Liquidation Proceeding) the validity or enforceability of any Second-Out Second Lien Obligations or Second-Out Second Lien Security Document, or the validity, attachment attachment, perfection, ranking or perfection junior priority of any Second-Out LienLien on the Collateral securing or purporting to secure any of the Second Lien Obligations, or the validity or enforceability of the priorities, rights or duties established by the or other provisions of this Agreement and Agreement, (iib) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfereinterfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition disposition of the Shared Collateral or any other exercise of remedies permitted to be taken by any Second-Out Secured Party Second Lien Representative, any Second Lien Collateral Agent or any holder of Second Lien Obligations pursuant to the Second Lien Debt Documents against any Collateral or any forbearance thereof, in each case, by any holders of Second Lien Obligations or the Second-Out Second Lien Representative or Second Lien Collateral Agent acting on their behalf pursuant to any Second Lien Permitted Action, (c) (i) direct any Second Lien Representative, any Second Lien Collateral Agent or any holder of Second Lien Obligations to exercise any right, remedy or power with respect to the Collateral or (ii) consent to the exercise by any Second Lien Representative, any Second Lien Collateral Agent or any holder of Second Lien Obligations of any right, remedy or power with respect to the Collateral, it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Second Lien Representative, any Second Lien Collateral Agent or any holder of Second Lien Obligations seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of any Second Lien Representative, any Second Lien Collateral Agent or any holder of Second Lien Obligations shall be liable for, any action taken or omitted to be taken by any such Second Lien Representative, any such Second Lien Collateral Agent or any such holder of Second Lien Obligations with respect to any Collateral securing such Second Lien Obligations; provided that nothing in this clause shall prevent any First Lien Secured Party from asserting or seeking to enforce any provision of this Agreement or any provision of any First Lien Security Document (to the extent such salenot prohibited by this Agreement) and it will not attempt, transfer directly or other Disposition is permitted indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this AgreementAgreement in its capacity as a lien creditor; provided further that no Representative shall be personally liable for any breach of a representation or warranty by a Holder or a Secured Party (other than itself) of any representation or warranty made in this Agreement on their behalf.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Collateral Agent, for itself and on behalf of each Second-Out the other Second Lien Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Parties: (a) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not occurred, (i) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Lien Collateral Agent or any other Term Secured Party is a party) or (ii) commence or join with any person (other than the First Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Lien Collateral Agent may enforce or exercise any or all such rights and remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 150 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Collateral Agent written notice of an Event of Default (as defined in the Term Credit Agreement) under the Term Credit Agreement (the “Standstill Period”); provided further, however, that (A) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Collateral Agent or any other First Lien Secured Party shall have commenced, and shall be diligently and in good faith pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such action or proceeding (prompt written notice thereof to be given to the Second Lien Collateral Agent by the First Lien Collateral Agent) and (B) after the expiration of the Standstill Period, so long as neither the First Lien Collateral Agent nor the other First Lien Secured Parties have commenced any action to enforce First Priority Liens on any material portion of the Collateral, in the event that and for so long as the Second Lien Collateral Agent has commenced any actions to enforce the Second Priority Liens with respect to any material portion of the Collateral to the extent permitted hereunder and is diligently and in good faith pursuing such actions, neither the First Lien Consenting Lenders nor the First Lien Collateral Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Intercreditor Agreement (including the turnover provisions of Article IV) are complied with; (b) subject to the rights of the Second Lien Secured Parties under clause (a) above, will not contest, protest or object to any foreclosure action or proceeding brought by the First Lien Collateral Agent or any other First Lien Secured Party, agrees that each Second-Out or any other enforcement or exercise by any First Lien Secured Party of any rights or remedies relating to the Collateral under the First Lien Loan Documents or otherwise, so long as the Second Priority Liens attach to the proceeds thereof, subject to the relative priorities set forth in Section 2.01; (ic) subject to the rights of the Second Lien Secured Parties under clause (a) above, will not take object to the forbearance by the First Lien Collateral Agent or cause to be taken any action the purpose or effect of which is to give such Second-Out other First Lien Secured Party from commencing or pursuing any preference foreclosure action or priority relative to, proceeding or any First-Out Lien other enforcement or exercise of any rights or remedies with respect to the Shared Collateral; (d) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not occurred, take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any part thereofcondemnation award (or deed in lieu of condemnation) relating to any Collateral; (e) except for Second Lien Permitted Actions, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Loan Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (f) except for Second Lien Permitted Actions, will not object to the manner in which the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce the First Priority Liens or collect the First Lien Obligations, regardless of which whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Lien Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ig) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Lien Obligation, First Priority Lien or Second-Out First Lien Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01The Second Lien Collateral Agent, Section 3.02 for itself and Section 4.02on behalf of the other Second Lien Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second-Out Second Lien Secured Parties: (a) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not occurred, (i) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee's letter or any similar agreement or arrangement to which the Second Lien Collateral Agent or any other Second Lien Secured Party is a party) or (ii) commence or join with any person (other than the First Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action) regarding any Collateral; provided, however, that the Second Lien Collateral Agent may enforce or exercise any or all such rights and remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 120 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Collateral Agent written notice of an Event of Default (as defined in the Second Lien Credit Agreement) under the Second Lien Credit Agreement (the "Standstill Period") (with respect to any Enforcement Action after the expiration of the Standstill Period, the First Lien Collateral Agent shall deliver any notices (including, without limitation, notices to appropriate parties, that the First Lien Collateral Agent has ceased to be the "Controlling Party" and notices of termination pursuant to control agreements) and take any other actions reasonably requested by the Second Lien Collateral Agent to terminate First Lien Agent's "control" status with respect to Collateral and the First Lien Agent, for itself and on behalf of each Second-Out First Lien Secured Party, agrees that hereby appoints the Second Lien Agent, and any officer or agent of the Second Lien Collateral Agent, with full power of substitution, the attorney-in-fact of each Second-Out First Lien Secured Party for the limited purpose of carrying out any Enforcement Action after the Standstill Period, which appointment is irrevocable and coupled with an interest); provided further, however, that (i) will not take notwithstanding the expiration of the Standstill Period or cause anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Collateral Agent or any other First Lien Secured Party shall have commenced, and shall be diligently and in good faith pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such action or proceeding (prompt written notice thereof to be taken given to the Second Lien Collateral Agent by the First Lien Collateral Agent) and (ii) after the expiration of the Standstill Period, so long as neither the First Lien Collateral Agent nor the other First Lien Secured Parties have commenced any action to enforce their Lien on any material portion of the purpose Collateral, in the event that and for so long as the Second Lien Secured Parties (or effect of which is the Second Lien Collateral Agent on their behalf) have commenced any actions to give such Second-Out Secured Party any preference or priority relative to, any First-Out enforce their Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability material portion of the prioritiesCollateral to the extent permitted hereunder and are diligently and in good faith pursuing such actions, rights or duties established by neither the First Lien Secured Parties nor the First Lien Collateral Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Agreement, Intercreditor Agreement (iii) will not take or cause to be taken any action including the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the turnover provisions of this Agreement and (iiArticle IV) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.are complied with;

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and on behalf of each Second-Out Secured Party, EXXI agrees that each Second-Out Secured Party it (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Secured Party it any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit law and (x) it will not request or accept any Liens on any Applicable Collateral pursuant to any Second Lien Security Document during any Standstill Period or if the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and Priority Lien Agent on behalf of each First-Out the Priority Lien Secured Party, agrees that each First-Out Parties or any other Priority Lien Secured Party shall have commenced, and shall be diligently pursuing (i) will not challenge or question shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any proceeding Insolvency or Liquidation Proceeding to enable the validity commencement and pursuit thereof), the enforcement or enforceability exercise of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf remedies with respect to the extent Collateral or any such sale, transfer action or other Disposition is permitted by the terms of this Agreementproceeding.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out AgentThe Junior Lien Representative, for itself and on behalf of each Second-Out Junior Lien Secured Party, agrees that that, whether or not an Insolvency or Liquidation Proceeding has been commenced, each Second-Out Junior Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Junior Lien pari passu with, or to give such Second-Out Junior Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any foreclosure or enforcement action or exercise of rights and remedied related to or sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Parity Junior Lien Collateral Agent, for itself and on behalf of each Second-Out the Parity Junior Lien Representatives and any other Parity Junior Lien Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Parity Junior Lien Collateral Agent, the Parity Junior Lien Representatives and the other Parity Junior Lien Secured Parties: (a) will not, so long as the Discharge of Priority Lien Obligations has not occurred and except for Parity Junior Lien Permitted Actions, (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Parity Junior Lien Collateral Agent or any other Parity Junior Lien Secured Party is a party or is entered into for such Person’s benefit), (B) commence or join with any Person (other than the Priority Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action) with respect to Collateral, (C) exercise any right to Dispose of any Collateral or any proceeds thereof or (D) exercise any right to notify any third party account debtors of any Grantor to make payment in respect of the Collateral directly to any Parity Junior Lien Secured Party or any Person on any such Parity Junior Lien Secured Party’s behalf; (b) will not contest, protest or object to or otherwise interfere with any foreclosure action or proceeding brought by the Priority Lien Collateral Agent or any other Priority Lien Secured Party, agrees that each Second-Out or any other enforcement or exercise by any Priority Lien Secured Party of any rights or remedies relating to the Collateral under the Priority Lien Documents or otherwise, so long as Parity Junior Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.2; (ic) will not take object to the forbearance by the Priority Lien Collateral Agent or cause to be taken any other Priority Lien Secured Parties from commencing or pursuing any foreclosure action the purpose or effect other proceeding or any other enforcement or exercise of which is to give such Second-Out Secured Party any preference rights or priority relative to, any First-Out Lien remedies with respect to the Shared Collateral; (d) will not, so long as the Discharge of Priority Lien Obligations has not occurred and except for Parity Junior Lien Permitted Actions, take or receive any Collateral or any part thereofproceeds thereof or payment with respect thereto in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award under a policy of insurance relating to Collateral or any condemnation award (or deed in lieu of condemnation) relating to Collateral; (e) will not, except for Parity Junior Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies against Collateral under the Priority Lien Documents, including any Disposition of any Collateral, whether by foreclosure or otherwise; (iif) will not challenge object to the manner in which the Priority Lien Collateral Agent or question in any proceeding other Priority Lien Secured Party may seek to enforce or collect the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Documentthe Priority Liens, regardless of whether any action or the validity, attachment failure to act by or perfection of any First-Out Lien, or the validity or enforceability on behalf of the priorities, rights Priority Lien Collateral Agent or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which other Priority Lien Secured Party is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent adverse to the exercise by the First-Out Agent or any other First-Out Secured Party interests of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Parity Junior Lien Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ig) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity validity, perfection, priority or enforceability of any Second-Out Obligations Priority Lien Obligation or Second-Out any Priority Lien Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Collateral Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (iiB) will not challenge or question question, including in any proceeding proceeding, the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity validity, enforceability or enforceability non-avoidability of the priorities, rights or duties established by the provisions of this Agreement, (iiiC) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalfin any enforcement action or other exercise of rights and remedies, (ivD) shall have no right to (A1) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B2) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not challenge or question question, including in any proceeding proceeding, the validity validity, enforceability or enforceability non-avoidability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiC) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Priority Lien Secured Party, the Priority Lien Agent, any Second Lien Secured Party or the Second-Out Agent acting on their behalf Second Lien Collateral Trustee, in each case in any enforcement action or other exercise of rights and remedies, (D) shall have no right to (1) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (2) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (F) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations, will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Trustee or any Second Lien Secured Party and (I) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (iiB) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiC) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalfin any enforcement action, (ivD) shall have no right to (A1) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B2) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiC) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Priority Lien Secured Party, the Priority Lien Agent, any Second Lien Secured Party or the Second-Out Agent acting on their behalf Second Lien Collateral Trustee, in each case in any enforcement action, (D) shall have no right to (1) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (2) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (F) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations, will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Trustee or any Second Lien Secured Party and (I) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out other Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiiii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Priority Lien Secured Party or the Second-Out Priority Lien Agent acting on their behalf or by any Second Lien Secured Party or the Second Lien Collateral Trustee acting on their behalf, (iv) shall have no right to (A) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (B) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (vi) will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (viii) will not object to forbearance by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and on behalf of each Second-Out Secured Party, agrees that each Second-Out Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-First- Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Secured Party or the First-First- Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other 19560366.30 Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Second Lien pari passu with, or to give such Second Lien Secured Party any preference or priority relative to, any Priority Lien with respect to the Collateral or any part thereof, (B) will not (I) challenge or question in any proceeding the validity or enforceability of any Priority Lien Obligations or Priority Lien Document, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement or (II) initiate a challenge or question in any proceeding the validity, attachment, perfection or priority of any Priority Lien, (C) will not take or cause to be taken any action the purpose or effect of which is to materially interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (ivD) shall have no right to (AI) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (BII) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) will not seekseek (or support any party seeking), and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) will not assertassert (or support any party asserting), and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out Third Lien Collateral Agent, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (iiA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not (I) challenge or question in any proceeding the validity or enforceability of any Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second Lien Document, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement or (II) initiate a challenge or question in any proceeding the validity, attachment, perfection or priority of any Priority Lien or any Second Lien, (C) will not take or cause to be taken any action the purpose or effect of which is to materially interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Priority Lien Secured Party or the Second-Out Priority Lien Agent acting on their behalf or by any Second Lien Secured Party or the Second Lien Collateral Trustee acting on their behalf, (D) shall have no right to (I) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (II) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (F) will not seek (or support any party seeking), and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Trustee or any Second Lien Secured Party and (I) will not assert (or support any party asserting), and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Collateral Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties, for so long as the Discharge of First Lien Obligations has not occurred: (a) will not, except for Second Lien Permitted Actions, (i) will not take enforce or cause exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Lien Collateral Agent or any other Second Lien Secured Party is a party) or (ii) commence or join with any person (other than the First Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Lien Collateral Agent may enforce or exercise any or all such rights and remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 120 days has elapsed since the date on which any First Lien Agent has delivered to any Second Lien Agent written notice of an Event of Default (the “Standstill Period”); provided further, however, that (A) notwithstanding the expiration of the Standstill Period or anything herein to the contrary (other than clause (B) below), in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Collateral Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any Collateral or any such action or proceeding (prior written notice thereof to be taken given to the Second Lien Collateral Agent by the First Lien Collateral Agent, which notice shall comply with any applicable notice requirements under Article 9 of the UCC), but in limitation of the foregoing, during any consecutive 365-day period, the aggregate number of days in which the Second Lien Collateral Agent shall be subject to a Standstill Period shall not exceed 180 days (a “Standstill Limit”) and (B) if, upon the expiration of the Standstill Period (or such earlier expiration by virtue of a Standstill Limit), the First Lien Collateral Agent (or any First Lien Secured Party) has not commenced, or is not diligently pursuing, the enforcement or exercise of any rights or remedies with respect to any Collateral or any such action or proceeding, the purpose Second Lien Collateral Agent (or effect any Second Lien Secured Party) shall provide prior written notice to the First Lien Collateral Agent (which notice shall comply with any applicable notice requirements under Article 9 of which is the UCC) prior to give such Second-Out Secured Party its enforcing or exercising any preference rights or priority relative to, any First-Out Lien remedies with respect to the Shared Collateral; (b) subject to Section 3.01(a)(v), will not, directly or indirectly, contest, protest or object to any foreclosure action or proceeding brought by the First Lien Collateral Agent or any other First Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party of any rights or remedies relating to the Collateral under the First Lien Transaction Documents or otherwise, so long as Second Priority Liens attach to the Proceeds thereof subject to the relative priorities set forth in Section 2.01(a); (c) subject to the rights of the Second Lien Secured Parties under clause (a) above and Section 3.01(a)(v), will not object to the forbearance by the First Lien Collateral Agent or any other First Lien Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (d) will not, except for Second Lien Permitted Actions, take or receive any Collateral, or any Proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any part thereof, condemnation award (iior deed in lieu of condemnation) relating to any Collateral; (e) will not challenge not, except for Second Lien Permitted Actions, take any action that would, or question could reasonably be expected to, hinder, in any proceeding manner, any exercise of remedies under the validity or enforceability First Lien Transaction Documents, including any Disposition of any First-Out Collateral, whether by foreclosure or otherwise; (f) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or First-Out Documentthe First Priority Liens, regardless of whether any action or the validity, attachment failure to act by or perfection of any First-Out Lien, or the validity or enforceability on behalf of the priorities, rights First Lien Collateral Agent or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which other First Lien Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Lien Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agentand (g) will not attempt, for itself and on behalf of each First-Out directly or indirectly, whether by judicial proceeding or otherwise or whether as a Second Lien Secured Party, agrees that each First-Out Secured Party (i) will not an unsecured creditor or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Lien Obligation or Second-Out any First Lien Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and on behalf of each Second-Out Secured Party, agrees that each Second-Out Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other 19560366.30 Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Collateral Agent, for itself and on behalf of each Second-Out the other Second Lien Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Parties: (a) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not occurred, (i) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Lien Collateral Agent or any other Term Secured Party is a party) or (ii) commence or join with any person (other than the First Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Lien Collateral Agent may enforce or exercise any or all such rights and remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 150 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Collateral Agent written notice of an Event of Default (as defined in the Term Credit Agreement) under the Term Credit Agreement (the “Standstill Period”); provided further, however, that (A) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Collateral Agent or any other First Lien Secured Party shall have commenced, and shall be diligently and in good faith pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such action or proceeding (prompt written notice thereof to be given to the Second Lien Collateral Agent by the First Lien Collateral Agent) and (B) after the expiration of the Standstill Period, so long as neither the First Lien Collateral Agent nor the other First Lien Secured Parties have commenced any action to enforce First Priority Liens on any material portion of the Collateral, in the event that and for so long as the Second Lien Collateral Agent has commenced any actions to enforce the Second Priority Liens with respect to any material portion of the Collateral to the extent permitted hereunder and is diligently and in good faith pursuing such actions, neither the First Lien Consenting Lenders nor the First Lien Collateral Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Intercreditor Agreement (including the turnover provisions of Article IV) are complied with; (b) subject to the rights of the Second Lien Secured Parties under clause (a) above, will not contest, protest or object to any foreclosure action or proceeding brought by the First Lien Collateral Agent or any other First Lien Secured Party, agrees that each Second-Out or any other enforcement or exercise by any First Lien Secured Party of any rights or remedies relating to the Collateral under the First Lien Loan Documents or otherwise, so long as the Second Priority Liens attach to the proceeds thereof, subject to the relative priorities set forth in Section 2.01; (ic) subject to the rights of the Second Lien Secured Parties under clause (a) above, will not take object to the forbearance by the First Lien Collateral Agent or cause to be taken any action the purpose or effect of which is to give such Second-Out other First Lien Secured Party from commencing or pursuing any preference foreclosure action or priority relative to, proceeding or any First-Out Lien other enforcement or exercise of any rights or remedies with respect to the Shared Collateral; (d) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not occurred, take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any part thereofcondemnation award (or deed in lieu of condemnation) relating to any Collateral; (e) except for Second Lien Permitted Actions, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which isthat would, or could bereasonably be expected to, to interfere, hinder or delayhinder, in any manner, any exercise of remedies under the First Lien Loan Documents, including any Disposition of any Collateral, whether by judicial proceedings foreclosure or otherwise; (f) except for Second Lien Permitted Actions, any sale, transfer or other Disposition of will not object to the Shared manner in which the First Lien Collateral by any First-Out Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out First Lien Secured Party may seek to exercise enforce the First Priority Liens or collect the First Lien Obligations, regardless of whether any right, remedy action or power with respect failure to any Shared act by or on behalf of the First Lien Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.could

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (iA) prior to the Discharge of Priority Lien Obligations, will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (iiB) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment or attachment, perfection or, subject to the Priority Lien Cap, priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiC) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalfin any enforcement action, (ivD) shall have no right to (A1) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B2) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable lawlaw with respect to the Collateral; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiC) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Priority Lien Secured Party, the Priority Lien Agent, any Second Lien Secured Party or the Second-Out Agent acting on their behalf Second Lien Collateral Trustee, in each case in any enforcement action, (D) shall have no right to (1) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (2) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (F) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations, will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Trustee or any Second Lien Secured Party and (I) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law with respect to the Collateral.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties: (i) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not take occurred, (A) enforce or cause exercise, or seek to be taken any action the purpose enforce or effect of which is to give such Second-Out Secured Party any preference or priority relative toexercise, any First-Out Lien rights or remedies (including any right of setoff) with respect to any Collateral (including the Shared enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Lien Collateral Agent or any other Second Lien Secured Party is a party) or (B) commence or join with any Person (other than the First Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Lien Collateral Agent may enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 120 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Collateral Agent written notice of the acceleration of all or any portion of the Notes (the “Standstill Period”); provided further, however (A) that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Collateral Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing, the enforcement or exercise of any rights or remedies with respect to such Collateral or any part thereofsuch action or proceeding and (B) that after the expiration of the Standstill Period, so long as neither the First Lien Collateral Agent nor the First Lien Secured Parties have commenced any action to enforce the First-Priority Liens on any material portion of the Collateral, in the event that and for so long as the Second Lien Secured Parties (or the Second Lien Collateral Agent on their behalf) have commenced any actions to enforce the Second-Priority Liens with respect to any Collateral to the extent permitted hereunder and are diligently pursuing such actions, neither the First Lien Secured Parties nor the First Lien Collateral Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Intercreditor Agreement (including the turnover provisions of Article IV) are complied with; (ii) will not challenge contest, protest or question in object to any foreclosure action or proceeding brought by the validity First Lien Collateral Agent or enforceability any other First Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by remedies relating to the provisions of this AgreementCollateral under the First Lien Loan Documents or otherwise, so long as Second-Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iii) subject to the rights of the Second Lien Secured Parties under clause (i) above, will not object to the forbearance by the First Lien Collateral Agent or any other First Lien Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (iv) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (v) will not, except for Second Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Loan Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (vi) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First-Priority Liens, regardless of which whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Lien Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ivii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Lien Obligation or Second-Out any First Lien Collateral Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by this Agreement. (b) The First Lien Collateral Agent, for itself and on behalf of the provisions other First Lien Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the First Lien Secured Parties: (i) will not contest, protest or object to any foreclosure action or proceeding brought by the Second Lien Collateral Agent or any other Second Lien Secured Party, or any other enforcement or exercise by any Second Lien Secured Party of this Agreement and any rights or remedies relating to the Indenture Exclusive Collateral under the Second Lien Loan Documents or otherwise; (ii) will not object to the forbearance by the Second Lien Collateral Agent or any other Second Lien Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Indenture Exclusive Collateral; (iii) will not, so long as the Indenture Obligations have not been paid in full, take or cause receive any Indenture Exclusive Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Indenture Exclusive Collateral or in connection with any insurance policy award under a policy of insurance relating to any Indenture Exclusive Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Indenture Exclusive Collateral; (iv) will not, except in the course of taking any remedy or action against any First Lien Collateral (but, in any event, not against any Indenture Exclusive Collateral), take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose Second Lien Loan Documents, including any Disposition of any Indenture Exclusive Collateral, whether by foreclosure or effect otherwise; (v) will not object to the manner in which the Second Lien Collateral Agent or any other Second Lien Secured Party may seek to enforce or collect the Indenture Obligations or the Indenture Exclusive Collateral Liens, regardless of which whether any action or failure to act by or on behalf of the Second Lien Collateral Agent or any other Second Lien Secured Party is, or could be, adverse to interferethe interests of the First Lien Secured Parties, hinder and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or delayotherwise assert or claim the benefit of any marshalling, in appraisal, valuation or other similar right that may be available under applicable law with respect to the Indenture Exclusive Collateral or any mannersimilar rights a creditor may have under applicable law; and (vi) will not attempt, directly or indirectly, whether by judicial proceedings proceeding or otherwise, to challenge or question the validity or enforceability of any saleIndenture Obligation or any Second Lien Collateral Document, transfer including this Agreement, or other Disposition the validity or enforceability of the Shared Collateral priorities, rights or obligations established by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Second Lien pari passu with, or to give such Second Lien Secured Party any preference or priority relative to, any Priority Lien with respect to the Collateral or any part thereof, (B) will not (I) challenge or question in any proceeding the validity or enforceability of any Priority Lien Obligations or Priority Lien Document, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement or (II) initiate a challenge or question in any proceeding the validity, attachment, perfection or priority of any Priority Lien (unless, for the avoidance of doubt, the same or related subject matter has been (I) asserted by any other party in any Insolvency or Liquidation Proceedings or (II) raised or determined, in each case, as a substantive matter by the court in any such Insolvency or Liquidation Proceedings), (C) will not take or cause to be taken any action the purpose or effect of which is to materially interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (ivD) shall have no right to (AI) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (BII) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge invalidate the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Priority Agent, for itself and on behalf of each Second-Out the other Second Priority Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced, the Second Priority Secured Parties: (a) except for Second Priority Permitted Actions, will not, so long as the Discharge of First Priority Claims has not occurred, (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any First Priority Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Priority Agent or any other Second Priority Secured Party is a party) or (B) commence or join with any Person (other than the First Priority Agent with the consent of the First Priority Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Priority Agent may enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed (which period shall be tolled during any period in which the First Priority Agent shall not be entitled to enforce or exercise any rights or remedies with respect to any First Priority Collateral as a result of (x) any injunction issued by a court of competent jurisdiction or (y) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Second Priority Agent has delivered to the First Priority Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Priority Debt Agreement (the “Standstill Period”); provided further, however, that (1) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Priority Agent or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to any First Priority Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Priority Agent or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any material portion of the First Priority Collateral or any such action or proceeding (prompt written notice thereof to be given to the Second Priority Agent by the First Priority Agent) and (2) after the expiration of the Standstill Period, so long as neither the First Priority Agent nor any of the First Priority Secured Parties have commenced any action to enforce their Lien on any material portion of the First Priority Collateral, in the event that and for so long as the Second Priority Secured Parties (or the Second Priority Agent on their behalf) have commenced any actions to enforce their Liens with respect to any material portion of the First Priority Collateral to the extent permitted hereunder (prompt written notice thereof to be given to the First Priority Agent by the Second Priority Agent) and are diligently pursuing such actions, neither the First Priority Secured Parties nor the First Priority Agent shall take any action of a similar nature with respect to such First Priority Collateral; provided that all other provisions of this Agreement (including the turnover provisions of Article IV) are complied with; (b) will not contest, protest or object to any foreclosure action or proceeding brought by the First Priority Agent or any other First Priority Secured Party, agrees that each Second-Out or any other enforcement or exercise by any First Priority Secured Party of any rights or remedies relating to the Collateral under the First Priority Debt Documents or an Insolvency or Liquidation Proceeding or in connection with a Liquidation Sale or otherwise, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.1; (ic) will not take object to the forbearance by the First Priority Agent or any other First Priority Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (d) will not take, or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which isthat would, or could bereasonably be expected to, to interfererestrain, hinder hinder, limit, delay or delayotherwise interfere with, in any manner, manner and whether by judicial proceedings or otherwise, any saleexercise of remedies under the First Priority Debt Documents, transfer or other including any Disposition of the Shared Collateral by any First-Out Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings foreclosure or otherwise, to challenge the enforceability of any provision of this Agreement, ; (viiie) will not object to forbearance by the First-Out manner in which the First Priority Agent or any First-Out other First Priority Secured PartyParty may seek to enforce or collect the First Priority Claims or the First Priority Liens, regardless of whether any action or failure to act by or on behalf of the First Priority Agent or any other First Priority Secured Party is, or could be, adverse to the interests of the Second Priority Secured Parties, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party ; (if) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Priority Claim or Second-Out any First Priority Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement and Agreement; (iig) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interferemake any Lien securing the Second Priority Claims pari passu with, hinder or delayto give such Second Priority Secured Party any preference or priority relative to, any First Priority Claim with respect to the Collateral or any part thereof; (h) will not challenge or question in any mannerproceeding the validity or enforceability of any First Priority Claim or First Priority Debt Document, whether by judicial proceedings or otherwisethe validity, attachment, perfection or priority of any saleFirst Priority Lien, transfer or other Disposition the validity or enforceability of the Shared Collateral by any Second-Out Secured Party priorities, rights or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted duties established by the terms provisions of this Agreement; (i) will have no right to (A) direct the First Priority Agent or any other First Priority Secured Party to exercise any right, remedy or power with respect to any Collateral except with respect to First Priority Collateral that is in the possession or under the control of the First Priority Agent or other First Priority Secured Party in connection with any permitted enforcement or exercise of rights or remedies by the Second Priority Agent or any other Second Priority Secured Party against the First Priority Collateral after the end of the Standstill Period (including any tolling thereof) or (B) consent to the exercise by the First Priority Agent or any other First Priority Secured Party of any right, remedy or power with respect to any First Priority Collateral; and (j) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First Priority Agent or any other First Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First Priority Agent nor any other First Priority Secured Party shall be liable for, any action taken or omitted to be taken by the First Priority Agent or other First Priority Secured Party with respect to any Collateral in a manner consistent with this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out AgentThe Subordinated Collateral Trustee, for itself and on behalf of each Second-Out Subordinated Secured Party, agrees that each Second-Out Subordinated Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Subordinated Lien pari passu with, or to give such Second-Out Subordinated Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) prior to the Discharge of Priority Lien Obligations will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties: (i) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not take occurred, (A) enforce or cause exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Lien Collateral Agent or any other Second Lien Secured Party is a party) or (B) commence or join with any person (other than the First Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Lien Collateral Agent may enforce or exercise any or all such rights and remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Collateral Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Lien Credit Agreement (the “Standstill Period”); provided further, however, that (A) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Collateral Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit of), the enforcement or exercise of any rights or remedies with respect to any Collateral or any such action or proceeding (prompt written notice thereof to be taken given to the Second Lien Collateral Agent by the First Lien Collateral Agent) and (B) after the expiration of the Standstill Period, so long as neither the First Lien Collateral Agent nor the First Lien Secured Parties have commenced any action to enforce their Lien on any material portion of the purpose Collateral, in the event that and for so long as the Second Lien Secured Parties (or effect of which is the Second Lien Collateral Agent on their behalf) have commenced any actions to give such Second-Out Secured Party any preference or priority relative to, any First-Out enforce their Lien with respect to the Shared Collateral all or any part thereofmaterial portion of the Collateral to the extent permitted hereunder and are diligently pursuing such actions, neither the First Lien Secured Parties nor the First Lien Collateral Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Intercreditor Agreement (including the turnover provisions of Article IV) are complied with; (ii) will not challenge contest, protest or question in object to any foreclosure action or proceeding brought by the validity First Lien Collateral Agent or enforceability any other First Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by remedies relating to the provisions of this AgreementCollateral under the First Lien Loan Documents or otherwise, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iii) subject to the rights of the Second Lien Secured Parties under clause (i) above, will not object to the forbearance by the First Lien Collateral Agent or any other First Lien Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (iv) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (v) will not, except for Second Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Loan Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (vi) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of which whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Lien Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ivii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Lien Obligation or Second-Out any First Lien Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Lien Collateral Agent, for itself and on behalf of each Second-Out the other Second Lien Secured Parties, agrees that, whether or not any Insolvency Proceeding has been commenced, the Second Lien Secured Parties: (a) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement (if any), any letter to purchasers of production, or any similar agreement or arrangement to which the Second Lien Collateral Agent or any other Second Lien Secured Party is a party) or (B) commence or join with any Person (other than the First Lien Administrative Agent acting alone or in concert with the Second Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action) with respect to any Collateral; provided, however, that the Second Lien Collateral Agent may, subject to the other provisions of this Agreement (including the turnover provisions of Article IV) enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Administrative Agent written notice of the acceleration of the Second Lien Obligations (the “Standstill Period”); provided further, however, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, except for Second Lien Permitted Actions, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Administrative Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to all or any material portion of the Collateral or any such action or proceeding (prompt written notice thereof to be given to the Second Lien Collateral Agent by the First Lien Administrative Agent), or any Grantor, acting with the consent of the First Lien Administrative Agent, shall have commenced and shall be diligently pursuing any action to Dispose of all or any material portion of the Collateral; (b) subject to Section 3.01(a)(viii), will not contest, protest or object to (x) any foreclosure action or proceeding brought by the First Lien Administrative Agent or any other First Lien Secured Party, agrees that each Second-Out (y) any other enforcement or exercise by any First Lien Secured Party of any rights or remedies relating to the Collateral under the First Lien Loan Documents or otherwise, or (z) any action taken by any Grantor to Dispose of Collateral with the consent of the First Lien Administrative Agent when an Event of Default has occurred and is continuing under the First Lien Loan Documents, in each case so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (c) subject to the rights of the Second Lien Secured Parties under clause (i) above, will not take object to the forbearance by the First Lien Administrative Agent or cause to be taken any action the purpose or effect of which is to give such Second-Out other First Lien Secured Party from commencing or pursuing any preference foreclosure action or priority relative to, proceeding or any First-Out Lien other enforcement or exercise of any rights or remedies with respect to the Shared Collateral; (d) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any part thereof, condemnation award (iior deed in lieu of condemnation) relating to any Collateral; (e) will not challenge or question not, except for Second Lien Permitted Actions, take any action that would hinder, in any proceeding manner, any exercise of remedies under the validity or enforceability First Lien Loan Documents, including any Disposition of any First-Out Collateral, whether by foreclosure or otherwise; (f) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Administrative Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or First-Out Documentthe First Priority Liens, regardless of whether any action or the validity, attachment failure to act by or perfection of any First-Out Lien, or the validity or enforceability on behalf of the priorities, rights First Lien Administrative Agent or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which other First Lien Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Lien Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law Legal Requirement with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable lawLegal Requirement; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ig) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Lien Obligation or Second-Out any provision of any First Lien Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which isunder applicable Legal Requirement; provided, or could behowever, to interfere, hinder or delaythat, in any mannerthe case of clauses (a) through (g) above, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the Liens granted to secure the Second Lien Obligations of the Shared Collateral Second Lien Secured Parties shall attach to any proceeds remaining from any such enforcement actions taken by the First Lien Administrative Agent or any Second-Out First Lien Secured Party or the Second-Out Agent acting on their behalf in accordance with this Agreement after application of such Proceeds to the extent such sale, transfer or other Disposition is permitted by necessary to meet the terms requirements of this Agreementa Discharge of First Lien Obligations.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (i) The Second Lien Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (iA) prior to the Discharge of Priority Lien Obligations, will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (iiB) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment or attachment, perfection or, subject to the Priority Lien Cap, priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iiiC) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalfin any enforcement action, (ivD) shall have no right to (A1) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B2) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (vE) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (viF) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiG) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viiiH) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ixI) prior to the Discharge of Priority Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable lawlaw with respect to the Collateral; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (iA) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (B) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiC) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Priority Lien Secured Party, the Priority Lien Agent, any Second Lien Secured Party or the Second-Out Second Lien Agent, in each case in any enforcement action, (D) shall have no right to (1) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Agent acting on their behalf or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (2) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Agent or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (E) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Agent or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Agent or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Agent or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (F) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations, will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (G) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (H) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Agent or any Second Lien Secured Party and (I) prior to the Discharge of Priority Lien Obligations and Discharge of Second Lien Obligations will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law with respect to the Collateral.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Priority Agent, for itself and on behalf of each Second-Out the other Second Priority Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced, the Second Priority Secured Party Parties: (i) except for Second Priority Permitted Actions, will not, so long as the Discharge of First Priority Claims has not take occurred, (A) enforce or cause exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee's letter or any similar agreement or arrangement to which the Second Priority Agent or any other Second Priority Secured Party is a party) or (B) commence or join with any Person (other than the First Priority Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); PROVIDED, HOWEVER, that the Second Priority Agent may enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 120 days has elapsed (which period shall be tolled during any period in which the First Priority Agent shall not be entitled to enforce or exercise any rights or remedies with respect to any Collateral as a result of (x) any injunction issued by a court of competent jurisdiction or (y) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Second Priority Agent has delivered to the First Priority Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Priority Debt Agreement (the "STANDSTILL PERIOD"); PROVIDED FURTHER, HOWEVER, that (1) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Priority Agent or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Priority Agent or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any Collateral or any such action or proceeding (prompt written notice thereof to be taken given to the Second Priority Agent by the First Priority Agent) and (2) after the expiration of the Standstill Period, so long as neither the First Priority Agent nor the First Priority Secured Parties have commenced any action to enforce their Lien on any material portion of the purpose Collateral, in the event that and for so long as the Second Priority Secured Parties (or effect of which is the Second Priority Agent on their behalf) have commenced any actions to give such Second-Out Secured Party any preference or priority relative to, any First-Out enforce their Lien with respect to any Collateral to the Shared Collateral or extent permitted hereunder and are diligently pursuing such actions, neither the First Priority Secured Parties nor the First Priority Agent shall take any part thereof, action of a similar nature with respect to such Collateral; PROVIDED that all other provisions of this Agreement (including the turnover provisions of Article IV) are complied with; (ii) will not challenge contest, protest or question in object to any foreclosure action or proceeding brought by the validity First Priority Agent or enforceability any other First Priority Secured Party, or any other enforcement or exercise by any First Priority Secured Party of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by remedies relating to the provisions of this AgreementCollateral under the First Priority Debt Documents or an Insolvency or Liquidation Proceeding or in connection with a Liquidation Sale or otherwise, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01(a); (iii) subject to the rights of the Second Priority Secured Parties under clause (i) above, will not object to the forbearance by the First Priority Agent or any other First Priority Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (iv) will not, so long as the Discharge of First Priority Claims has not occurred and except for Second Priority Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (v) will not, except for Second Priority Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Priority Debt Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (vi) will not, except for Second Priority Permitted Actions, object to the manner in which the First Priority Agent or any other First Priority Secured Party may seek to enforce or collect the First Priority Claims or the First Priority Liens, regardless of which whether any action or failure to act by or on behalf of the First Priority Agent or any other First Priority Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Priority Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ivii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Priority Claim or Second-Out any First Priority Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by this Agreement. (b) Each Person that holds Excess Claims agrees that, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced, such Person: (i) except for Excess Claims Permitted Actions, will not, so long as the provisions Discharge of this Agreement and Second Priority Claims has not occurred, (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee's letter or any similar agreement or arrangement to which such Person is a party) or (B) commence or join with any Person (other than the Second Priority Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); (ii) will not contest, protest or object to any foreclosure action or proceeding brought by the Second Priority Agent or any other Second Priority Secured Party, or any other enforcement or exercise by any Second Priority Secured Party of any rights or remedies relating to the Collateral under the Second Priority Debt Documents or an Insolvency or Liquidation Proceeding or in connection with a Liquidation Sale or otherwise, so long as Liens securing the Excess Claims attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01(b); (iii) subject to the rights of all such Persons under clause (i) above, will not object to the forbearance by the Second Priority Agent or any other Second Priority Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (iv) will not, so long as the Discharge of Second Priority Claims has not occurred and except for Excess Claims Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (v) will not, except for Excess Claims Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose Second Priority Debt Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (vi) will not, except for Excess Claims Permitted Actions, object to the manner in which the Second Priority Agent or any other Second Priority Secured Party may seek to enforce or collect the Second Priority Claims or the Second Priority Liens, regardless of which whether any action or failure to act by or on behalf of the Second Priority Agent or any other Second Priority Secured Party is, or could be, adverse to interferethe interests of all such Persons, hinder and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or delayotherwise assert or claim the benefit of any marshalling, in appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any mannersimilar rights a junior secured creditor may have under applicable law; and (vii) will not attempt, directly or indirectly, whether by judicial proceedings proceeding or otherwise, to challenge or question the validity or enforceability of any saleSecond Priority Claim or any Second Priority Security Document, transfer including this Agreement, or other Disposition the validity or enforceability of the Shared Collateral priorities, rights or obligations established by any Second-Out Secured Party or this Agreement. For the Second-Out Agent acting on their behalf sake of clarity, the foregoing provisions of this Section 3.02(b) shall only apply to the extent such sale, transfer or other Disposition is permitted exercise of rights and remedies by the terms holders of this AgreementExcess Claims in such capacity and shall not be applicable to the First Priority Secured Parties in respect of their exercise of rights and remedies with respect to their First Priority Claims.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out AgentThe Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent, for itself and (a) Each Second Lien Representative on behalf of itself and each Second-Out Secured Party, agrees that each Second-Out Second Lien Secured Party represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to interferemake any Lien on the Collateral securing any of the Second Lien Secured Obligations pari passu with, or to give such Second Lien Secured Party any preference or priority relative to, any Lien on the Collateral securing or purporting to secure any of the First Lien Secured Obligations, (ii) it will not challenge or question in any proceeding, or support any other Person in challenging or questioning in any proceeding, in each case including, without limitation, any Bankruptcy/Liquidation Proceeding, the validity, allowability, or enforceability of any First Lien Secured Obligations or First Lien Security Document, or the validity, attachment, perfection or priority of any Lien on the Collateral securing or purporting to secure any of the First Lien Secured Obligations, or the validity or enforceability of the priorities, rights or duties established by or pursuant to other provisions of this Agreement, (iii) it will not contest, protest, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition disposition of the Shared Collateral, or any other exercise of remedies against any Collateral or any forbearance thereof, in each case, by any First-Out First Lien Secured Party Parties or the First-Out Agent First Lien Representative acting on their behalf, (iv) it shall have no right to (A) direct the First-Out Agent any First Lien Representative or any other First-Out First Lien Secured Party to exercise any right, remedy or power with respect to any Shared the Collateral or (B) except in connection with the taking of any Second Lien Permitted Actions, consent to the exercise by the First-Out Agent any First Lien Representative or any other First-Out First Lien Secured Party of any right, remedy or power with respect to any Shared the Collateral, (v) it will not institute any suit or assert in any suit or Insolvency or suit, Bankruptcy/Liquidation Proceeding or other proceeding any claim against the First-Out Agent any First Lien Representative or other First-Out any First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent any First Lien Representative nor any other First-Out First Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent any such First Lien Representative or other First-Out any such First Lien Secured Party with respect to any Shared Collateral, Collateral securing such First Lien Secured Obligations; provided that nothing in this clause (v) shall prevent any Second Lien Secured Party from asserting or seeking to enforce any provision of any Second Lien Security Document (to the extent not prohibited by this Agreement) and (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein in this Section 2.05(a) shall limit the rights of prevent any Second-Out Second Lien Secured Party from asserting or seeking to enforce the terms any provision of this Agreement. The First-Out Agent, for itself and Agreement or taking any Second Lien Permitted Action. (b) Each First Lien Representative on behalf of itself and each First-Out Secured Party, agrees that each First-Out First Lien Secured Party (i) represented by it agrees that, whether or not a Bankruptcy/Liquidation Proceeding has been commenced by or against any Grantor, it will not challenge or question in any proceeding proceeding, or support any other Person in challenging or questioning in any proceeding, in each case including, without limitation, any Bankruptcy/Liquidation Proceeding, the validity validity, allowability, or enforceability of any Second-Out Second Lien Secured Obligations or Second-Out Second Lien Security Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out LienLien on the Collateral securing or purporting to secure any of the Second Lien Secured Obligations, or the validity or enforceability of the priorities, rights or duties established by the or pursuant to other provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (i) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out other Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared any Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by the Priority Lien Agent or any First-Out other Priority Lien Secured Party or the First-Out Agent acting on their behalfParty, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) prior to the Discharge of Priority Lien Obligations, will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) prior to the Discharge of Priority Lien Obligations, will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out other Priority Lien Secured Party, and (ix) prior to the Discharge of Priority Lien Obligations, will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law to a junior secured creditor with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 Each Second Lien Collateral Agent and Section 4.02, the Second-Out AgentSecond Lien Representative, for itself and on behalf of each Second-Out Secured Partythe Second Lien Parties it represents, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties: (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (iia) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations First Lien Obligation or First-Out Documentany First Lien Security Document or the First Lien Intercreditor Agreement, or the validity, attachment attachment, perfection or perfection priority of any First-Out Lien, First Priority Lien under any First Lien Security Document or the First Lien Intercreditor Agreement or the validity or enforceability of the priorities, rights or duties established by the by, or other provisions of of, this Agreement, (iiib) will not take or cause to be taken any action the purpose or effect intent of which is, or could be, to interfereinterfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any enforcement or exercise of any rights or remedies under the First Lien Credit Documents, including any sale, transfer or other Disposition disposition of the Shared Collateral by any First-Out First Lien Agent or other First Lien Secured Party or the First-Out Agent acting on their behalfParty, (ivc) shall have no right will not contest, protest or object to (A) direct the First-Out any Collateral Enforcement Action taken or sought to be taken by any First Lien Agent or any other First-Out First Lien Secured Party relating to exercise any right, remedy or power with respect to any the Shared Collateral or (B) consent to under the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings First Lien Credit Documents or otherwise, so long as the Second Priority Liens attach to challenge the enforceability of any provision of this AgreementProceeds thereof subject to the relative priorities set forth in Section 2.01, (viiid) will not object to the forbearance by the FirstFirst Lien Agents or any other First Lien Secured Party from commencing or pursuing any Collateral Enforcement Action or, with respect to Obligations of any Non-Out US Loan Parties, other Enforcement Action or to the terms or conditions applicable to such forbearance, (e) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any First-Out other First Lien Secured PartyParty may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of whether any action or failure to act by or on behalf of any First Lien Agent or any other First Lien Secured Party is, or could be, adverse to the interests of the Second Lien Secured Parties, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights rights, including any marshalling rights, a junior secured creditor may have under applicable law; provided that nothing herein shall limit , (f) will not, so long as the rights Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or receive any Second-Out Secured Party Shared Collateral or any Proceeds thereof or payment with respect thereto, in connection with any Collateral Enforcement Action or in connection with any insurance policy award under a policy of insurance relating to enforce the terms any Shared Collateral or any condemnation award (or deed in lieu of this Agreement. The First-Out Agentcondemnation) relating to any Shared Collateral, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (ig) will not challenge attempt, directly or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any mannerindirectly, whether by judicial proceedings or otherwise, to challenge the validity or enforceability of any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms provision of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02(a) Whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second-Out Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Secured Party Parties: (i) will not, so long as the Discharge of First Lien Obligations has not take occurred and subject to Section 3.03, (A) enforce or cause exercise, or seek to be taken enforce or exercise, any rights or remedies (including any right of setoff and the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Lien Collateral Agent or any other Second Lien Secured Party is a party) or (B) commence or join with any person (other than the First Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien proceeding with respect to such rights or remedies (including any foreclosure action), in each case, other than Second Lien Permitted Actions; provided, however, that the Shared Second Lien Collateral Agent may enforce or exercise any or all such rights and remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Collateral Agent and the Third Lien Collateral Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Lien Purchase Agreement (the “Standstill Period”); provided further, however, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Collateral Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing, in good faith and in accordance with applicable law, the enforcement or exercise of any rights or remedies with respect to all or a material portion of the Collateral or any part thereofsuch action or proceeding (prompt written notice thereof to be given to the Second Lien Collateral Agent and the Third Lien Collateral Agent by the First Lien Collateral Agent), in each case, other than Second Lien Permitted Actions; (ii) will not contest, protest or object to any foreclosure action or proceeding brought by the First Lien Collateral Agent or any other First Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party of any rights or remedies relating to the Collateral under the First Lien Note Documents or otherwise, so long as such action, proceeding, enforcement or exercise is not prohibited hereunder and the Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iii) will not contest, protest or object to any Third Lien Permitted Action by any Third Lien Secured Party; (iv) subject to the Second Lien Secured Parties’ rights under clause (i) above, will not object to the forbearance by the First Lien Collateral Agent or any other First Lien Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (v) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions and subject to Section 3.03, take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award under a policy of insurance relating to Collateral or any condemnation award (or deed in lieu of condemnation) relating to Collateral; (vi) will not, except for Second Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the First Lien Note Documents, including any Disposition of any Collateral, whether by foreclosure or otherwise; (vii) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party is, or could be, adverse to the interests of the Second Lien Secured Parties, and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; and (viii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any First-Out Obligations First Lien Obligation or First-Out any First Lien Collateral Document, or the validity, attachment or perfection of any First-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement. (b) Whether or not any Insolvency or Liquidation Proceeding has been commenced, the Parent Third Lien Secured Parties: (i) will not, so long as the Discharge of First Lien Obligations , the Discharge of Second Lien Obligations, and the Cross-Collateral Release Date has not occurred, subject to Section 3.03, and except for the Third Lien Permitted Actions, (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff and the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Third Lien Collateral Agent or any other Parent Third Lien Secured Party is a party) or (B) commence or join with any person (other than (i) the First Lien Collateral Agent, (ii) after the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, or (iii) after the Discharge of Second Lien Obligations has occurred, the Third Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action), in each case, other than Third Lien Permitted Actions; (ii) will not, except for Third Lien Permitted Actions, contest, protest or object to any foreclosure action or proceeding brought by the First Lien Collateral Agent or any other First Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party or Second Lien Secured Party of any rights or remedies relating to the Collateral under the First Lien Note Documents or Second Lien Note Documents, respectively, or otherwise, so long as such action, proceeding, enforcement, or exercise is not prohibited hereunder and the Third Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iii) will not contest, protest or object to any Third Lien Permitted Action by any Spinco Third Lien Secured Party, or, after the Cross-Collateral Release Date, protest or object to any foreclosure action or proceeding brought by the Third Lien Collateral Agent or any other Spinco Third Lien Secured Party or any other enforcement or exercise by any Spinco Third Lien Secured Party of any rights or remedies relating to the Spinco Third Lien Collateral under the Spinco Third Lien Note Documents or otherwise; (iv) will not object to the forbearance by the First Lien Collateral Agent, any other First Lien Secured Parties, the Second Lien Collateral Agent, any other Second Lien Secured Parties, the Third Lien Collateral Agent, or any other Spinco Third Lien Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral, so long as Third Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (v) will not, so long as the Discharge of First Lien Obligations, the Discharge of Second Lien Obligations, and the Cross-Collateral Release Date has not occurred, and except for the Third Lien Permitted Actions and subject to Section 3.03, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to Collateral or any condemnation award (or deed in lieu of condemnation) relating to Collateral; (vi) will not, except for the Third Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Note Documents, Second Lien Note Documents, or effect the Spinco Third Lien Note Documents including any Disposition of any Collateral, whether by foreclosure or otherwise; (vii) will not, except for the Third Lien Permitted Actions, object to the manner in which (A) the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First Priority Liens, or (B) the Second Lien Collateral Agent or any other Second Lien Secured Party may seek to enforce or collect the Second Lien Obligations or the Second Priority Liens, in each case regardless of whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party, or Second Lien Collateral Agent or any other Second Lien Secured Party is, or could be, adverse to interferethe interests of the Third Lien Secured Parties, hinder or delayand will not assert, in any mannerand hereby waive, whether to the fullest extent permitted by judicial proceedings or otherwiselaw, any saleright to demand, transfer request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other Disposition of similar right that may be available under applicable law with respect to the Shared Collateral by or any Firstsimilar rights a junior secured creditor may have under applicable law, so long as Third Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (viii) on and after the Cross-Out Secured Party or Collateral Release Date, will not, except for the First-Out Agent acting on their behalfThird Lien Permitted Actions, (iv) shall have no right object to (A) direct the First-Out manner in which the Third Lien Collateral Agent or any other First-Out Spinco Third Lien Secured Party may seek to exercise enforce or collect the Spinco Third Lien Obligations or the Spinco Third Priority Liens, in each case regardless of whether any right, remedy action or power with respect failure to any Shared act by or on behalf of the Third Lien Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Spinco Third Lien Secured Party is, or could be, adverse to the interests of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Third Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (iix) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out First Lien Obligation, any First Lien Collateral Document, any Second Lien Obligation, any Second Lien Collateral Document, any Spinco Third Lien Obligation, or the validityany Spinco Third Lien Collateral Document, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by this Agreement. (c) Subject to Section 3.03, whether or not any Insolvency or Liquidation Proceeding has been commenced, the provisions Spinco Third Lien Secured Parties: (i) will not, so long as the Discharge of this Agreement First Lien Obligations, the Discharge of Second Lien Obligations, and the Cross-Collateral Release Date has not occurred, and except for the Third Lien Permitted Actions, (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff and the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Third Lien Collateral Agent or any other Spinco Third Lien Secured Party is a party) or (B) commence or join with any person (other than (i) the First Lien Collateral Agent, (ii) after the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, or (iii) after the Discharge of Second Lien Obligations has occurred, the Third Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action), in each case, other than Third Lien Permitted Actions; (ii) will not, except for the Third Lien Permitted Actions, contest, protest or object to any foreclosure action or proceeding brought by the First Lien Collateral Agent or any other First Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party or Second Lien Secured Party of any rights or remedies relating to the Collateral under the First Lien Note Documents or Second Lien Note Documents, respectively, or otherwise, so long as such action, proceeding, enforcement or exercise is not prohibited hereunder and the Third Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iii) will not contest, protest or object to any Third Lien Permitted Action by any Parent Third Lien Secured Party, or, after the Cross-Collateral Release Date, protest or object to any foreclosure action or proceeding brought by the Third Lien Collateral Agent or any other Parent Third Lien Secured Party or any other enforcement or exercise by any Parent Third Lien Secured Party of any rights or remedies relating to the Collateral under the Parent Third Lien Note Documents or otherwise; (iv) will not object to the forbearance by the First Lien Collateral Agent, any other First Lien Secured Parties, the Second Lien Collateral Agent, any other Second Lien Secured Parties, the Third Lien Collateral Agent, or any other Parent Third Lien Secured Parties from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral, so long as Third Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (v) will not, so long as the Discharge of First Lien Obligations, the Discharge of Second Lien Obligations, and the Cross-Collateral Release Date has not occurred, and except for the Third Lien Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to Collateral or any condemnation award (or deed in lieu of condemnation) relating to Collateral; (vi) will not, except for the Third Lien Permitted Actions, take any action the purpose or effect of which isthat would, or could bereasonably be expected to, to interfere, hinder or delayhinder, in any manner, any exercise of remedies under the First Lien Note Documents, Second Lien Note Documents, or the Parent Third Lien Note Documents including any Disposition of any Collateral, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.foreclos

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The 1.5 Lien Agent, for itself and on behalf of each Second-Out 1.5 Lien Secured Party, agrees that each Second-Out 1.5 Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any 1.5 Lien pari passu with, or to give such Second-Out 1.5 Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to, and hereby waives any right to object to, forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Priority Agent, for itself and on behalf of each Second-Out the other Second Priority Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced, the Second Priority Secured Parties: (a) except for Second Priority Permitted Actions, will not, so long as the Discharge of First Priority Claims has not occurred, (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Priority Agent or any other Second Priority Secured Party is a party) or (B) commence or join with any Person (other than the First Priority Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Priority Agent may enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed (which period shall be tolled during any period in which the First Priority Agent shall not be entitled to enforce or exercise any rights or remedies with respect to any Collateral as a result of (x) any injunction issued by a court of competent jurisdiction or (y) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Second Priority Agent has delivered to the First Priority Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Priority Debt Agreement (the “Standstill Period”); provided further, however, that (1) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Priority Agent or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Priority Agent or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such action or proceeding (prompt written notice thereof to be given to the Second Priority Agent by the First Priority Agent) and (2) after the expiration of the Standstill Period, so long as neither the First Priority Agent nor any of the First Priority Secured Parties have commenced any action to enforce their Lien on any material portion of the Collateral, in the event that and for so long as the Second Priority Secured Parties (or the Second Priority Agent on their behalf) have commenced any actions to enforce their Liens with respect to any material portion of the Collateral to the extent permitted hereunder (prompt written notice thereof to be given to the First Priority Agent by the Second Priority Agent) and are diligently pursuing such actions, neither the First Priority Secured Parties nor the First Priority Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Agreement (including the turnover provisions of Article IV) are complied with; (b) will not contest, protest or object to any foreclosure action or proceeding brought by the First Priority Agent or any other First Priority Secured Party, agrees that each Second-Out or any other enforcement or exercise by any First Priority Secured Party of any rights or remedies relating to the Collateral under the First Priority Debt Documents or an Insolvency or Liquidation Proceeding or in connection with a Liquidation Sale or otherwise, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.1; (ic) will not object to the forbearance by the First Priority Agent or any other First Priority Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (d) will not, so long as the Discharge of First Priority Claims has not occurred and except for Second Priority Permitted Actions, take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (e) will not take, or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which isthat would, or could bereasonably be expected to, to interfererestrain, hinder hinder, limit, delay or delayotherwise interfere with, in any manner, manner and whether by judicial proceedings or otherwise, any saleexercise of remedies under the First Priority Debt Documents, transfer or other including any Disposition of the Shared Collateral by any First-Out Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings foreclosure or otherwise, to challenge the enforceability of any provision of this Agreement, ; (viiif) will not object to forbearance by the First-Out manner in which the First Priority Agent or any First-Out other First Priority Secured PartyParty may seek to enforce or collect the First Priority Claims or the First Priority Liens, regardless of whether any action or failure to act by or on behalf of the First Priority Agent or any other First Priority Secured Party is, or could be, adverse to the interests of the Second Priority Secured Parties, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party ; (ig) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Priority Claim or Second-Out any First Priority Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement and Agreement; (iih) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interferemake any Lien securing the Second Priority Claims pari passu with, hinder or delayto give such Second Priority Secured Party any preference or priority relative to, any First Priority Claim with respect to the Collateral or any part thereof; (i) will not challenge or question in any mannerproceeding the validity or enforceability of any First Priority Claim or First Priority Debt Document, whether by judicial proceedings or otherwisethe validity, attachment, perfection or priority of any saleFirst Priority Lien, transfer or other Disposition the validity or enforceability of the Shared Collateral by any Second-Out Secured Party priorities, rights or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted duties established by the terms provisions of this Agreement; (j) will have no right to (A) direct the First Priority Agent or any other First Priority Secured Party to exercise any right, remedy or power with respect to any Collateral (except with respect to Collateral that is in the possession or under the control of the First Priority Agent or other First Priority Secured Party in connection with any permitted enforcement or exercise of rights or remedies by the Second Priority Agent or any other Second Priority Secured Party against the Collateral after the end of the Standstill Period (including any tolling thereof) or (B) consent to the exercise by the First Priority Agent or any other First Priority Secured Party of any right, remedy or power with respect to any Collateral; and (k) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First Priority Agent or any other First Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First Priority Agent nor any other First Priority Secured Party shall be liable for, any action taken or omitted to be taken by the First Priority Agent or other First Priority Secured Party with respect to any Collateral in a manner consistent with this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties: (i) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not take occurred, (A) enforce or cause exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Lien Collateral Agent or any other Second Lien Secured Party is a party) or (B) commence or join with any person (other than the First Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Lien Collateral Agent may enforce or exercise any or all such rights and remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Collateral Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Lien Credit Agreement (the “Standstill Period”); provided further, however, that (A) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Collateral Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any Collateral or any such action or proceeding (prompt written notice thereof to be taken given to the Second Lien Collateral Agent by the First Lien Collateral Agent) and (B) after the expiration of the Standstill Period, so long as neither the First Lien Collateral Agent nor the First Lien Secured Parties have commenced any action to enforce their Lien on any material portion of the purpose Collateral, in the event that and for so long as the Second Lien Secured Parties (or effect of which is the Second Lien Collateral Agent on their behalf) have commenced any actions to give such Second-Out Secured Party any preference or priority relative to, any First-Out enforce their Lien with respect to the Shared Collateral all or any part thereofmaterial portion of the Collateral to the extent permitted hereunder and are diligently pursuing such actions, neither the First Lien Secured Parties nor the First Lien Collateral Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Intercreditor Agreement (including the turnover provisions of Article IV) are complied with; (ii) will not challenge contest, protest or question in object to any foreclosure action or proceeding brought by the validity First Lien Collateral Agent or enforceability any other First Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by remedies relating to the provisions of this AgreementCollateral under the First Lien Loan Documents or otherwise, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iii) subject to the rights of the Second Lien Secured Parties under clause (i) above, will not object to the forbearance by the First Lien Collateral Agent or any other First Lien Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (iv) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (v) will not, except for Second Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Loan Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (vi) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First Priority Liens, regardless of which whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Lien Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ivii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Lien Obligation or Second-Out any First Lien Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Lien Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties: (i) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not take occurred, (A) enforce or cause exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Lien Agent or any other Second Lien Secured Party is a party) or (B) commence or join with any Person (other than the First Lien Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Lien Agent may enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Agent has delivered to the First Lien Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Lien Credit Agreement (the “Standstill Period”); provided further, however, that (A) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any Collateral or any such action or proceeding (prompt written notice thereof to be taken given to the Second Lien Agent by the First Lien Agent) and (B) after the expiration of the Standstill Period, so long as neither the First Lien Agent nor the First Lien Secured Parties have commenced any action to enforce their Lien on any material portion of the purpose Collateral, in the event that and for so long as the Second Lien Secured Parties (or effect of which is the Second Lien Agent on their behalf) have commenced actions to give such Second-Out Secured Party any preference or priority relative to, any First-Out enforce their Lien with respect to the Shared Collateral all or any part thereofmaterial portion of the Collateral to the extent permitted hereunder and are diligently pursuing such actions (it being understood that this clause shall not constitute a waiver by the First Lien Agent or the other First Lien Secured Parties of the provisions of Article VI), neither the First Lien Secured Parties nor the First Lien Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Intercreditor Agreement (including the turnover provisions of Article IV) are complied with; and provided further that the Standstill Period shall be tolled for so long as any automatic stay or any other stay or other order prohibiting the exercise of remedies by the First Lien Agent or the First Lien Secured Parties with respect to the Collateral is in effect by operation of law or has been entered into by a court of competent jurisdiction; (ii) will not contest, protest or object to any foreclosure action or proceeding brought by the First Lien Agent or any other First Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party of any rights or remedies relating to the Collateral under the First Lien Loan Documents or otherwise, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iii) subject to the rights of the Second Lien Secured Parties under clause (i) above, will not object to the forbearance by the First Lien Agent or any other First Lien Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (iv) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (v) will not, except for Second Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the First Lien Loan Documents, including any Disposition of any Collateral, whether by foreclosure or otherwise; and (vi) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any First-Out Obligations First Lien Obligation or First-Out any First Lien Security Document, or the validity, attachment or perfection of any First-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement. provided, (iii) will not take or cause to be taken any action the purpose or effect of which ishowever, or could be, to interfere, hinder or delaythat, in any mannerthe case of clauses (i) through (vii) above, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the Liens granted to secure the Second Lien Obligations of the Shared Collateral Second Lien Secured Parties shall attach to any Proceeds remaining from any such enforcement actions taken by any First-Out Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out First Lien Agent or any other First-Out First Lien Secured Party to exercise any right, remedy or power in accordance with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition this Agreement after application of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, Proceeds to challenge Discharge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this AgreementFirst Lien Obligations.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out other Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.and

No interference. Subject to Section 3.01, Section 3.02 The Second Lien Collateral Agent and Section 4.02, the Second-Out Agenteach Second Lien Representative, for itself and on behalf of each Second-Out Second Lien Secured PartyParty under its Second Lien Debt Facility, each hereby agrees that it and each Second-Out of the other Second Lien Secured Party Parties: (ia) will not support, take or cause to be taken any action the purpose to make any Second Priority Lien pari passu with, or effect of which is to give such Second-Out any Second Lien Secured Party any preference or priority relative to, any First-Out First Priority Lien securing First Lien Obligations up to the First Lien Priority Cap Amount with respect to the Shared Collateral or any part thereof, ; (iib) will not challenge or question in any proceeding (x) the validity or enforceability of any First-Out First Lien Obligations or First-Out First Lien Debt Document, or (y) the validity, attachment attachment, perfection or perfection priority of any First-Out LienFirst Priority Lien securing First Lien Obligations up to the First Lien Priority Cap Amount, or (z) the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, ; (iiic) will not support, take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition disposition of the Shared Collateral by prior to the Discharge of First Lien Priority Obligation, any First-Out First Lien Secured Party or the First-Out First Lien Administrative Agent acting on their behalfin any enforcement action; (d) prior to the Discharge of First Lien Priority Obligations, (iv) shall have no right to (Ai) direct the First-Out First Lien Administrative Agent or any other First-Out First Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or Collateral, (Bii) consent to the exercise by the First-Out First Lien Administrative Agent or any other First-Out First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (viiiii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to the forbearance by the First-Out First Lien Administrative Agent or any First-Out other First Lien Secured PartyParty from commencing or pursuing any foreclosure action or proceeding or failing to act by or on behalf of the First Lien Administrative Agent or any other First Lien Secured Party even if such action or inaction is, or could be, adverse to the interests of the Second Lien Secured Parties and further (ix) it being understood that the absence of such objection shall not be deemed to toll any Standstill Period then continuing), will not assert, assert and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral; (e) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First Lien Administrative Agent or other First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First Lien Administrative Agent nor any other First Lien Secured Party shall be liable for, any action taken or omitted to be taken by the First Lien Administrative Agent or other First Lien Secured Party with respect to any Collateral securing First Lien Obligations up to the First Lien Priority Cap Amount; (f) will not seek, and hereby waives any right, to have any Collateral or any similar rights a junior secured creditor may have under applicable lawpart thereof marshaled upon any foreclosure or other disposition of such Collateral; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ig) will not challenge not, directly or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any mannerindirectly, whether by judicial proceedings or otherwise, challenge the enforceability of any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms provision of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (i) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalfin any enforcement action, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out Third Lien Collateral Agent, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiiii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Priority Lien Secured Party or the Second-Out Priority Lien Agent acting on their behalf or by any Second Lien Secured Party or the Second Lien Collateral Agent in each case in any enforcement action, (iv) shall have no right to (A) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (B) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Agent or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (vi) will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (viii) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Agent or any Second Lien Secured Party and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out The Second Priority Agent, for itself and on behalf of each Second-Out the other Second Priority Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced, the Second Priority Secured Parties: (a) except for Second Priority Permitted Actions, will not, so long as the Discharge of First Priority Claims has not occurred, (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Priority Agent or any other Second Priority Secured Party is a party) or (B) commence or join with any Person (other than the First Priority Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Priority Agent may enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed (which period shall be tolled during any period in which the First Priority Agent shall not be entitled to enforce or exercise any rights or remedies with respect to any Collateral as a result of (x) any injunction issued by a court of competent jurisdiction or (y) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Second Priority Agent has delivered to the First Priority Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Priority Debt Agreement (the “Standstill Period”); provided further, however, that (1) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Priority Agent or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Priority Agent or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any material portion of the Collateral or any such action or proceeding (prompt written notice thereof to be given to the Second Priority Agent by the First Priority Agent) and (2) after the expiration of the Standstill Period, so long as neither the First Priority Agent nor the First Priority Secured Parties have commenced any action to enforce their Lien on any material portion of the Collateral, in the event that and for so long as the Second Priority Secured Parties (or the Second Priority Agent on their behalf) have commenced any actions to enforce their Liens with respect to any material portion of the Collateral to the extent permitted hereunder (prompt written notice thereof to be given to the First Priority Agent by the Second Priority Agent) and are diligently pursuing such actions, neither the First Priority Secured Parties nor the First Priority Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Agreement (including the turnover provisions of Article IV) are complied with; (b) will not contest, protest or object to any foreclosure action or proceeding brought by the First Priority Agent or any other First Priority Secured Party, agrees that each Second-Out or any other enforcement or exercise by any First Priority Secured Party of any rights or remedies relating to the Collateral under the First Priority Debt Documents or an Insolvency or Liquidation Proceeding or in connection with a Liquidation Sale or otherwise, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.1; (ic) will not object to the forbearance by the First Priority Agent or any other First Priority Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (d) will not, so long as the Discharge of First Priority Claims has not occurred and except for Second Priority Permitted Actions, take or receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (e) will not, except for Second Priority Permitted Actions, take, or cause to be taken any action the purpose or effect of which is to give such Second-Out Secured Party any preference or priority relative to, any First-Out Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which isthat would, or could bereasonably be expected to, to interfererestrain, hinder hinder, limit, delay or delayotherwise interfere with, in any manner, manner and whether by judicial proceedings or otherwise, any saleexercise of remedies under the First Priority Debt Documents, transfer or other including any Disposition of any Collateral, whether by foreclosure or otherwise; (f) will not, except for Second Priority Permitted Actions, object to the Shared Collateral by any First-Out Secured Party or manner in which the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out First Priority Agent or any other First-Out First Priority Secured Party may seek to exercise enforce or collect the First Priority Claims or the First Priority Liens, regardless of whether any right, remedy action or power with respect failure to any Shared Collateral act by or (B) consent to on behalf of the exercise by the First-Out First Priority Agent or any other First-Out First Priority Secured Party is, or could be, adverse to the interests of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Second Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party ; (ig) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Priority Claim or Second-Out any First Priority Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by the provisions of this Agreement and Agreement; (iih) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interferemake any Lien securing the Second Priority Claims pari passu with, hinder or delayto give such Second Priority Secured Party any preference or priority relative to, any First Priority Claim with respect to the Collateral or any part thereof; (i) will not challenge or question in any mannerproceeding the validity or enforceability of any First Priority Claim or First Priority Debt Document, whether by judicial proceedings or otherwisethe validity, attachment, perfection or priority of any saleFirst Priority Lien, transfer or other Disposition the validity or enforceability of the Shared Collateral by any Second-Out Secured Party priorities, rights or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted duties established by the terms provisions of this Agreement; (j) will have no right to (A) direct the First Priority Agent or any other First Priority Secured Party to exercise any right, remedy or power with respect to any Collateral (except with respect to Collateral that is in the possession or under the control of the First Priority Agent or other First Priority Secured Party in connection with any permitted enforcement or exercise of rights or remedies by the Second Priority Agent or any other Second Priority Secured Party against the Collateral after the end of the Standstill Period) or (B) consent to the exercise by the First Priority Agent or any other First Priority Secured Party of any right, remedy or power with respect to any Collateral; and (k) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First Priority Agent or any other First Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First Priority Agent nor any other First Priority Secured Party shall be liable for, any action taken or omitted to be taken by the First Priority Agent or other First Priority Secured Party with respect to any Collateral in a manner consistent with this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out Agent(i) The Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof, (ii) will not (and hereby waives any right to) challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity validity, allowability or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. and (ii) The First-Out AgentThird Lien Collateral Trustee, for itself and on behalf of each First-Out Third Lien Secured Party, agrees that each First-Out Third Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Third Lien pari passu with, or to give such Third Lien Secured Party any preference or priority relative to, any Priority Lien or Second Lien with respect to the Collateral or any part thereof, (ii) will not, and hereby waives any right to, challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity validity, allowability or enforceability of any Second-Out Priority Lien Obligations, Priority Lien Document, Second Lien Obligations or Second-Out Second Lien Document, or the validity, attachment attachment, perfection or perfection priority of any Second-Out Priority Lien or Second Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and Agreement, (iiiii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Priority Lien Secured Party or the Second-Out Priority Lien Agent acting on their behalf or by any Second Lien Secured Party or the Second Lien Collateral Trustee acting on their behalf, (iv) shall have no right to (A) direct the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party to exercise any right, remedy or power with respect to any Collateral or (B) consent to the extent such saleexercise by the Priority Lien Agent, transfer any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party of any right, remedy or power with respect to any Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and none of the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party shall be liable for, any action taken or omitted to be taken by the Priority Lien Agent, any other Priority Lien Secured Party, the Second Lien Collateral Trustee or any other Second Lien Secured Party with respect to any Priority Lien Collateral or Second Lien Collateral, as applicable, (vi) will not seek, and hereby waives any right, to have any Collateral or any part thereof marshaled upon any foreclosure or other Disposition is permitted of such Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the terms enforceability of any provision of this Agreement, (viii) will not object to forbearance by the Priority Lien Agent, any Priority Lien Secured Party, the Second Lien Collateral Trustee or any Second Lien Secured Party, (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any similar rights a junior secured creditor may have under applicable law and (x) will not, and hereby waives any right it may have (as a junior lien creditor or otherwise) to, contest, protest, object to, interfere with, hinder or delay in any manner any exercise of remedies undertaken by the Priority Lien Agent or any other Priority Lien Secured Party under the Priority Lien Documents or by the Second Lien Collateral Trustee or any other Second Lien Secured Party under the Second Lien Documents.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Priority Agent, for itself and on behalf of each Second-Out the other Second Priority Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced, the Second Priority Secured Party Parties: (i) except for Second Priority Permitted Actions, will not, so long as the Discharge of First Priority Claims has not take occurred, (A) enforce or cause exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Priority Agent or any other Second Priority Secured Party is a party) or (B) commence or join with any Person (other than the First Priority Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Priority Agent may enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 90 days has elapsed (which period shall be tolled during any period in which the First Priority Agent shall not be entitled to enforce or exercise any rights or remedies with respect to any Collateral as a result of (x) any injunction issued by a court of competent jurisdiction or (y) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Second Priority Agent has delivered to the First Priority Agent written notice of the acceleration of the Indebtedness then outstanding under the Second Priority Debt Agreement (the “Second Lien Standstill Period”); provided further, however, that (1) notwithstanding the expiration of the Second Lien Standstill Period or anything herein to the contrary, in no event shall the Second Priority Agent or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Priority Agent or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any Collateral or any such action or proceeding (prompt written notice thereof to be taken given to the Second Priority Agent by the First Priority Agent) and (2) after the expiration of the Second Lien Standstill Period, so long as neither the First Priority Agent nor the First Priority Secured Parties have commenced any action to enforce their Lien on any material portion of the purpose Collateral, in the event that and for so long as the Second Priority Secured Parties (or effect of which is the Second Priority Agent on their behalf) have commenced any actions to give such Second-Out Secured Party any preference or priority relative to, any First-Out enforce their Lien with respect to any Collateral to the Shared Collateral or extent permitted hereunder and are diligently pursuing such actions, neither the First Priority Secured Parties nor the First Priority Agent shall take any part thereof, action of a similar nature with respect to such Collateral; provided that all other provisions of this Intercreditor Agreement (including the turnover provisions of Article IV) are complied with; (ii) will not challenge contest, protest or question in object to any foreclosure action or proceeding brought by the validity First Priority Agent or enforceability any other First Priority Secured Party, or any other enforcement or exercise by any First Priority Secured Party of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by remedies relating to the provisions of this AgreementCollateral under the First Priority Debt Documents or an Insolvency or Liquidation Proceeding or in connection with a Liquidation Sale or otherwise, so long as Second Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01(a); (iii) subject to the rights of the Second Priority Secured Parties under clause (i) above, will not object to the forbearance by the First Priority Agent or any other First Priority Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (iv) will not, so long as the Discharge of First Priority Claims has not occurred and except for Second Priority Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (v) will not, except for Second Priority Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Priority Debt Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (vi) will not, except for Second Priority Permitted Actions, object to the manner in which the First Priority Agent or any other First Priority Secured Party may seek to enforce or collect the First Priority Claims or the First Priority Liens, regardless of which whether any action or failure to act by or on behalf of the First Priority Agent or any other First Priority Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Priority Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ivii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Priority Claim or Second-Out any First Priority Security Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by this Agreement. (b) The Third Priority Agent, for itself and on behalf of the other Third Priority Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced, the Third Priority Secured Parties: (i) except for Third Priority Permitted Actions, will not, so long as the Discharge of First Priority Claims has not occurred and the Discharge of Second Priority Claims has not occurred (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Third Priority Agent or any other Third Priority Secured Party is a party) or (B) commence or join with any Person (other than the First Priority Agent or the Second Priority Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Third Priority Agent may enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 120 days has elapsed (which period shall be tolled during any period in which the First Priority Agent and the Second Priority Agent shall not be entitled to enforce or exercise any rights or remedies with respect to any Collateral as a result of (x) any injunction issued by a court of competent jurisdiction or (y) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Third Priority Agent has delivered to the First Priority Agent and the Second Priority Agent written notice of the acceleration of the Indebtedness then outstanding under the Third Priority Debt Agreement (the “Third Lien Standstill Period”); provided further, however, that (1) notwithstanding the expiration of the Third Lien Standstill Period or anything herein to the contrary, in no event shall the Third Priority Agent or any other Third Priority Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Priority Agent or any other First Priority Secured Party or the Second Priority Agent or any other Second Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any Collateral or any such action or proceeding (prompt written notice thereof to be given to the Third Priority Agent by the First Priority Agent or the Second Priority Agent) and (2) after the expiration of the Third Lien Standstill Period, so long as none of the First Priority Agent, the First Priority Secured Parties, the Second Priority Agent or the Second Priority Secured Parties have commenced any action to enforce their Lien on any material portion of the Collateral, in the event that and for so long as the Third Priority Secured Parties (or the Third Priority Agent on their behalf) have commenced any actions to enforce their Lien with respect to any Collateral to the extent permitted hereunder and are diligently pursuing such actions, none of the First Priority Secured Parties, the First Priority Agent, the Second Priority Secured Parties or the Second Priority Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Intercreditor Agreement and (including the turnover provisions of Article IV) are complied with; (ii) will not contest, protest or object to any foreclosure action or proceeding brought by the First Priority Agent or any other First Priority Secured Party or the Second Priority Agent or any other Second Priority Secured Party or any other enforcement or exercise by any First Priority Secured Party or Second Priority Secured Party of any rights or remedies relating to the Collateral under the First Priority Debt Documents or the Second Priority Debt Documents, as applicable, or an Insolvency or Liquidation Proceeding or in connection with a Liquidation Sale or otherwise, so long as Third Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01(a); (iii) subject to the rights of the Third Priority Secured Parties under clause (i) above, will not object to the forbearance by the First Priority Agent or any other First Priority Secured Party or the Second Priority Agent or any other Second Priority Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (iv) will not, so long as the Discharge of First Priority Claims and the Discharge of Second Priority Claims have not occurred and except for Third Priority Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (v) will not, except for Third Priority Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Priority Debt Documents or effect Second Priority Debt Documents, including any Disposition of any Collateral, whether by foreclosure or otherwise; (vi) will not, except for Third Priority Permitted Actions, object to the manner in which the First Priority Agent or any other First Priority Secured Party or the Second Priority Agent or any other Second Priority Secured Party may seek to enforce or collect the First Priority Claims, the First Priority Liens, the Second Priority Claims or the Second Priority Liens, respectively, regardless of whether any action or failure to act by or on behalf of the First Priority Agent or any other First Priority Secured Party or the Second Priority Agent or any other Second Priority Secured Party is, or could be, adverse to interferethe interests of the Third Priority Secured Parties, hinder and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or delayotherwise assert or claim the benefit of any marshalling, in appraisal, valuation or other similar right that may be available under applicable law with respect to the Collateral or any mannersimilar rights a junior secured creditor may have under applicable law; and (vii) will not attempt, directly or indirectly, whether by judicial proceedings proceeding or otherwise, to challenge or question the validity or enforceability of any saleFirst Priority Claim, transfer any First Priority Security Document, any Second Priority Claim or other Disposition any Second Priority Security Document, including this Agreement, or the validity or enforceability of the Shared priorities, rights or obligations established by this Agreement. (c) Each Person that holds Excess Claims agrees that, whether or not any Insolvency or Liquidation Proceeding or Liquidation Sale has been commenced, such Person: (i) except for Excess Claims Permitted Actions, will not, so long as the Discharge of Second Priority Claims and the Discharge of Third Priority Claims has not occurred, (A) enforce or exercise, or seek to enforce or exercise, any rights or remedies (including any right of setoff) with respect to any Collateral (including the enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which such Person is a party) or (B) commence or join with any Person (other than the Second Priority Agent or the Third Priority Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); (ii) will not contest, protest or object to any foreclosure action or proceeding brought by the Second Priority Agent or any Second-Out other Second Priority Secured Party or the Second-Out Third Priority Agent acting on their behalf or any other Third Priority Secured Party, or any other enforcement or exercise by any Second Priority Secured Party or any Third Priority Secured Party of any rights or remedies relating to the extent Collateral under the Second Priority Debt Documents or the Third Priority Debt Documents, respectively, or an Insolvency or Liquidation Proceeding or in connection with a Liquidation Sale or otherwise, so long as Liens securing the Excess Claims attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01(b); (iii) subject to the rights of all such salePersons under clause (i) above, transfer or other Disposition is permitted will not object to the forbearance by the terms Second Priority Agent or any other Second Priority Secured Party or the Third Priority Agent or any other Third Priority Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of this Agreement.any rights or remedies with respect to the Collateral; (iv) will not, so long as the Discharge of Second Priority Claims and the Discharge of Third Priority Claims has not occurr

No interference. Subject to Section 3.015.01, Section 3.02 5.02 and Section 4.026.02, the Second-Out each FLLO Agent, for itself and on behalf of each Second-Out FLLO Secured Party, agrees that each Second-Out FLLO Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is to give such Second-Out FLLO Secured Party any preference or priority relative to, any First-Out Revolver Lien with respect to the Shared Collateral or any part thereof, (ii) will not challenge or question (or direct the Collateral Trustee to challenge or question) in any proceeding the validity or enforceability of any First-Out Revolver Obligations or First-Out Revolver Document, or the validity, attachment or perfection of any First-Out Revolver Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by the Revolver Agent or the Collateral Trustee, at the direction of any First-Out Revolver Secured Party or the First-Out Agent Revolver Agent, acting on their behalf, (iv) shall have no right to (A) direct the First-Out Collateral Trustee (except as provided in Section 5.02), the Revolver Agent or any other First-Out Revolver Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Collateral Trustee, the Revolver Agent or any other First-Out Revolver Secured Party of any right, remedy or power of the Revolver Secured Parties with respect to any Shared Collateral, (v) will not institute or cause to be instituted any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Collateral Trustee, the Revolver Agent or other First-Out Revolver Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Collateral Trustee, the Revolver Agent nor any other First-Out Revolver Secured Party shall be liable to any of the Second-Out FLLO Secured Parties for, any action taken or omitted to be taken by the First-Out Collateral Trustee, the Revolver Agent or other First-Out Revolver Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Revolver Agent or the Collateral Trustee at the direction of the Revolver Agent or any First-Out Revolver Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out FLLO Secured Party to enforce the terms of this Agreement. The First-Out Revolver Agent, for itself and on behalf of each First-Out Revolver Secured Party, agrees that each First-Out Revolver Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out FLLO Obligations or Second-Out FLLO Document, or the validity, attachment or perfection of any Second-Out FLLO Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by the Collateral Trustee, any Second-Out FLLO Secured Party or the Second-Out FLLO Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out AgentThe Second Lien Collateral Trustee, for itself and on behalf of each Second-Out Second Lien Secured Party, agrees that each Second-Out Second Lien Secured Party (i) will not take or cause to be taken any action the purpose or effect of which is is, or could be, to make any Second Lien pari passu with, or to give such Second-Out Second Lien Secured Party any preference or priority relative to, any First-Out Priority Lien with respect to the Shared Collateral or any part thereof (other than with respect to any Excess Priority Lien Obligations or any part thereof), (ii) will not challenge or question in any proceeding the validity or enforceability of any First-Out Priority Lien Obligations or First-Out Priority Lien Document, or the validity, attachment attachment, perfection or perfection priority of any First-Out Priority Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement, (iii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any First-Out Priority Lien Secured Party or the First-Out Priority Lien Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Priority Lien Agent or any other First-Out Priority Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to, and neither the First-Out Priority Lien Agent nor any other First-Out Priority Lien Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Priority Lien Agent or other First-Out Priority Lien Secured Party with respect to any Shared Priority Lien Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Priority Lien Agent or any First-Out Priority Lien Secured Party, and (ix) will not assert, and hereby waives, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party (i) will not challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations or Second-Out Document, or the validity, attachment or perfection of any Second-Out Lien, or the validity or enforceability of the priorities, rights or duties established by the provisions of this Agreement and (ii) will not take or cause to be taken any action the purpose or effect of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition of the Shared Collateral by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.

No interference. Subject to Section 3.01, Section 3.02 and Section 4.02, the Second-Out (a) The Second Lien Collateral Agent, for itself and on behalf of each Second-Out the other Second Lien Secured PartyParties, agrees that each Second-Out that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the Second Lien Secured Party Parties: (i) except for Second Lien Permitted Actions, will not, so long as the Discharge of First Lien Obligations has not take occurred, (A) enforce or cause exercise, or seek to be taken any action the purpose enforce or effect of which is to give such Second-Out Secured Party any preference or priority relative toexercise, any First-Out Lien rights or remedies (including any right of setoff) with respect to any Collateral (including the Shared enforcement of any right under any account control agreement, landlord waiver or bailee’s letter or any similar agreement or arrangement to which the Second Lien Collateral Agent or any other Second Lien Secured Party is a party) or (B) commence or join with any Person (other than the First Lien Collateral Agent) in commencing, or petition for or vote in favor of any resolution for, any action or proceeding with respect to such rights or remedies (including any foreclosure action); provided, however, that the Second Lien Collateral Agent may enforce or exercise any or all such rights and remedies, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, after a period of 180 days has elapsed since the date on which the Second Lien Collateral Agent has delivered to the First Lien Collateral Agent written notice of the acceleration of all or any portion of the Notes (the “Standstill Period”); provided further, however (A) that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Second Lien Collateral Agent or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral, or commence, join with any Person in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the First Lien Collateral Agent or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing, the enforcement or exercise of any rights or remedies with respect to such Collateral or any part thereofsuch action or proceeding and (B) that after the expiration of the Standstill Period, so long as neither the First Lien Collateral Agent nor the First Lien Secured Parties have commenced any action to enforce the First-Priority Liens on any material portion of the Collateral, in the event that and for so long as the Second Lien Secured Parties (or the Second Lien Collateral Agent on their behalf) have commenced any actions to enforce the Second-Priority Liens with respect to any Collateral to the extent permitted hereunder and are diligently pursuing such actions, neither the First Lien Secured Parties nor the First Lien Collateral Agent shall take any action of a similar nature with respect to such Collateral; provided that all other provisions of this Intercreditor Agreement (including the turnover provisions of Article IV) are complied with; (ii) will not challenge contest, protest or question in object to any foreclosure action or proceeding brought by the validity First Lien Collateral Agent or enforceability any other First Lien Secured Party, or any other enforcement or exercise by any First Lien Secured Party of any First-Out Obligations or First-Out Document, or the validity, attachment or perfection of any First-Out Lien, or the validity or enforceability of the priorities, rights or duties established by remedies relating to the provisions of this AgreementCollateral under the First Lien Loan Documents or otherwise, so long as Second-Priority Liens attach to the proceeds thereof subject to the relative priorities set forth in Section 2.01; (iii) subject to the rights of the Second Lien Secured Parties under clause (i) above, will not object to the forbearance by the First Lien Collateral Agent or any other First Lien Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Collateral; (iv) will not, so long as the Discharge of First Lien Obligations has not occurred and except for Second Lien Permitted Actions, take or cause receive any Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Collateral or in connection with any insurance policy award under a policy of insurance relating to any Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Collateral; (v) will not, except for Second Lien Permitted Actions, take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose First Lien Loan Documents, including any Disposition of any Collateral, whether by foreclosure or effect otherwise; (vi) will not, except for Second Lien Permitted Actions, object to the manner in which the First Lien Collateral Agent or any other First Lien Secured Party may seek to enforce or collect the First Lien Obligations or the First-Priority Liens, regardless of which whether any action or failure to act by or on behalf of the First Lien Collateral Agent or any other First Lien Secured Party is, or could be, adverse to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other Disposition the interests of the Shared Collateral by any First-Out Second Lien Secured Party or the First-Out Agent acting on their behalf, (iv) shall have no right to (A) direct the First-Out Agent or any other First-Out Secured Party to exercise any right, remedy or power with respect to any Shared Collateral or (B) consent to the exercise by the First-Out Agent or any other First-Out Secured Party of any right, remedy or power with respect to any Shared Collateral, (v) will not institute any suit or assert in any suit or Insolvency or Liquidation Proceeding any claim against the First-Out Agent or other First-Out Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect toParties, and neither the First-Out Agent nor any other First-Out Secured Party shall be liable to any of the Second-Out Secured Parties for, any action taken or omitted to be taken by the First-Out Agent or other First-Out Secured Party with respect to any Shared Collateral, (vi) will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other Disposition of such Shared Collateral, (vii) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, (viii) will not object to forbearance by the First-Out Agent or any First-Out Secured Party, and (ix) will not assert, and hereby waiveswaive, to the fullest extent permitted by law, any right to demand, request, plead or otherwise assert or claim the benefit of any marshalling, appraisal, valuation or other similar right that may be available under applicable law with respect to the Shared Collateral or any similar rights a junior secured creditor may have under applicable law; provided that nothing herein shall limit the rights of any Second-Out Secured Party to enforce the terms of this Agreement. The First-Out Agent, for itself and on behalf of each First-Out Secured Party, agrees that each First-Out Secured Party and (ivii) will not attempt, directly or indirectly, whether by judicial proceeding or otherwise, to challenge or question in any proceeding the validity or enforceability of any Second-Out Obligations First Lien Obligation or Second-Out any First Lien Collateral Document, or the validity, attachment or perfection of any Second-Out Lienincluding this Agreement, or the validity or enforceability of the priorities, rights or duties obligations established by this Agreement. (b) The First Lien Collateral Agent, for itself and on behalf of the provisions other First Lien Secured Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced, the First Lien Secured Parties: (i) will not contest, protest or object to any foreclosure action or proceeding brought by the Second Lien Collateral Agent or any other Second Lien Secured Party, or any other enforcement or exercise by any Second Lien Secured Party of this Agreement and any rights or remedies relating to the Indenture Exclusive Collateral under the Second Lien Loan Documents or otherwise; (ii) will not object to the forbearance by the Second Lien Collateral Agent or any other Second Lien Secured Party from commencing or pursuing any foreclosure action or proceeding or any other enforcement or exercise of any rights or remedies with respect to the Indenture Exclusive Collateral; (iii) will not, so long as the Indenture Obligations have not been paid in full, take or cause receive any Indenture Exclusive Collateral, or any proceeds thereof or payment with respect thereto, in connection with the exercise of any right or enforcement of any remedy (including any right of setoff) with respect to be taken any Indenture Exclusive Collateral or in connection with any insurance policy award under a policy of insurance relating to any Indenture Exclusive Collateral or any condemnation award (or deed in lieu of condemnation) relating to any Indenture Exclusive Collateral; (iv) will not, except in the course of taking any remedy or action against any First Lien Collateral (but, in any event, not against any Indenture Exclusive Collateral), take any action that would, or could reasonably be expected to, hinder, in any manner, any exercise of remedies under the purpose Second Lien Loan Documents, including any Disposition of any Indenture Exclusive Collateral, whether by foreclosure or effect otherwise; (v) will not object to the manner in which the Second Lien Collateral Agent or any other Second Lien Secured Party may seek to enforce or collect the Indenture Obligations or the Indenture Exclusive Collateral Liens, regardless of which whether any action or failure to act by or on behalf of the Second Lien Collateral Agent or any other Second Lien Secured Party is, or could be, adverse to interferethe interests of the First Lien Secured Parties, hinder and will not assert, and hereby waive, to the fullest extent permitted by law, any right to demand, request, plead or delayotherwise assert or claim the benefit of any marshalling, in appraisal, valuation or other similar right that may be available under applicable law with respect to the Indenture Exclusive Collateral or any mannersimilar rights a junior secured creditor may have under applicable law; and (vi) will not attempt, directly or indirectly, whether by judicial proceedings proceeding or otherwise, to challenge or question the validity or enforceability of any saleIndenture Obligation or any Second Lien Collateral Document, transfer including this Agreement, or other Disposition the validity or enforceability of the Shared Collateral priorities, rights or obligations established by any Second-Out Secured Party or the Second-Out Agent acting on their behalf to the extent such sale, transfer or other Disposition is permitted by the terms of this Agreement.