Common use of Remedies Standstill Clause in Contracts

Remedies Standstill. Until the Discharge of Senior Indebtedness shall have occurred, without the prior written consent of the Senior Agent, neither the Subordinated Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from any

Remedies Standstill. Until the Discharge of Senior Indebtedness shall have occurred, without the prior written consent of the Senior Agent, neither the Subordinated Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s 's assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) in the second proviso set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s 's assets, provided that the Subordinated Agent Credit may Exercise any Secured Creditor Remedies with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 180 365 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anythe

Remedies Standstill. Until (a) Each Term Agent, on behalf of itself and the applicable Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Senior Indebtedness ABL Obligations shall have occurred, without the prior written consent of the Senior Agent, neither the Subordinated no Term Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Term Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Party will Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to any of the ABL Priority Collateral; provided, however, that the Designated Term Agent or any person authorized by it may Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral (but not rights the exercise of which is otherwise prohibited by this Agreement including Article 6 hereof) after a period (the “Term Standstill Period”) of 180 consecutive days has elapsed from the date of delivery of written notice from the Designated Term Agent to the ABL Agent stating that (i) an Event of Default (as defined in under the Subordinated Credit Agreementapplicable Term Documents) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured or waived) and thereunder, (ii) the Senior Agent has received written notice from Term Obligations under the Subordinated Agent Term Documents are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Event of Default (so long as such Event of Default has not been cured or waived) (such periodTerm Documents, the “Standstill Period”) and (biii) upon not less than twenty days’ prior notice the Designated Term Agent intends to exercise its rights to the Senior Agent Exercise of Secured Creditor Remedies; provided, further, that the intent Term Agents shall not be entitled to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if with respect to any ABL Priority Collateral in the Senior event (x) the ABL Agent is not or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the exercise of any Secured Creditor Remedies, ABL Priority Collateral or diligently attempting to vacate any stay on enforcement or prohibition against such exercise or (y) a Loan Party is then a debtor under or with respect to (or otherwise subject to) any Insolvency Proceeding. From and after the date that is the earlier of its rights or remedies against (x) the Collateral, date upon which the Discharge of ABL Obligations shall have occurred and (y) the date the Term Standstill Period shall have expired (subject to the second proviso in the preceding sentence), any Term Agent may not Exercise Any Secured Creditor Remedies following under the commencement Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Insolvency Proceeding other than as permitted ABL Priority Collateral by any Term Agent is at all times subject to the provisions of this Subordination Agreement, (4) possess any assets including the provisions of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anySection 4.1.

Remedies Standstill. Until the Discharge of Senior Indebtedness shall have occurred, without the prior written consent of the Senior Agent, neither the Subordinated Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after The Term Agent, on behalf of itself and the passage of at least 180 consecutive days has elapsed since Term Secured Parties, agrees that, from the date hereof until the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured Term Enforcement Date, or waived) and (ii) the Senior Agent has received written notice from date upon which the Subordinated Agent Discharge of such Event of Default ABL Obligations shall have occurred (so long as such Event of Default has not been cured or waived) (such period, the “Term Standstill Period”) and (b) upon not less than twenty days’ prior notice to ), neither the Senior Term Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only nor any Term Secured Party will Exercise Any Secured Creditor Remedies if with respect to any of the Senior Agent is ABL Priority Collateral without the written consent of the ABL Agent, and will not then diligently pursuing the exercise take, receive or accept any Proceeds of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (ybut in no event later than five Business Days after receipt) remitted to the ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the Term Enforcement Date), the Term Agent or any Term Secured Party may not Exercise Any Secured Creditor Remedies following under the commencement Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that (x) any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement (including the provisions of Article IV) and (y) the Term Agent shall not Exercise Any Secured Parties’ Remedies against the ABL Priority Collateral after the Term Enforcement Date and prior to Discharge of ABL Obligations (A) at any time the ABL Agent or the ABL Lenders have commenced and are diligently pursuing an Exercise of Secured Creditor Remedies against any of the ABL Priority Collateral, (B) at any time that any Loan Party is then a debtor under or with respect to (or otherwise subject to) any Insolvency Proceeding other than as permitted by this Subordination Proceeding, or (C) if the Event of Default under the Term Credit Agreement is waived in accordance with the terms of the Term Credit Agreement, (4) possess . The Term Standstill Period shall be tolled for any assets of any Obligor, send any notice to period that the ABL Agent or the ABL Secured Parties are stayed or otherwise receive prohibited by law or accept any proceeds of court order from exercising remedies with respect to the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anyABL Priority Collateral.

Remedies Standstill. Until (a) Each Term Agent, on behalf of itself and the applicable Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Senior Indebtedness ABL Obligations shall have occurred, without the prior written consent of the Senior Agent, neither the Subordinated each Term Agent shall not nor shall any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (Term Secured Party represented by it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to any of the ABL Priority Collateral; provided, however, that the Designated Term Agent or any person authorized by it may Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral (but not rights the exercise of which is otherwise prohibited by this Agreement including Article 6 hereof) after a period (the “Term Standstill Period”) of 180 consecutive days has elapsed from the date of delivery of written notice from the Designated Term Agent to the ABL Agent stating that (i) an Event of Default (as defined in under the Subordinated Credit Agreementapplicable Term Documents for which it is acting as a Term Agent) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured or waived) and thereunder, (ii) the Senior Term Obligations under such Term Documents for which it is acting as a Term Agent has received written notice from are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the Subordinated Agent terms of such Event of Default (so long as such Event of Default has not been cured or waived) (such periodTerm Documents, the “Standstill Period”) and (biii) upon not less than twenty days’ prior notice the Designated Term Agent intends to exercise its rights to the Senior Agent Exercise of Secured Creditor Remedies; provided, further, that the intent Term Agents shall not be entitled to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if with respect to any ABL Priority Collateral in the Senior event (x) the ABL Agent is not or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the exercise of any Secured Creditor Remedies, ABL Priority Collateral or diligently attempting to vacate any stay on enforcement or prohibition against such exercise or (y) a Loan Party is then a debtor under or with respect to (or otherwise subject to) any Insolvency Proceeding. From and after the date that is the earlier of its rights or remedies against (x) the Collateral, date upon which the Discharge of ABL Obligations shall have occurred and (y) the date the Term Standstill Period shall have expired (subject to the second proviso in the preceding sentence), any Term Agent or any Term Secured Party may not Exercise Any Secured Creditor Remedies following under the commencement Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Insolvency Proceeding other than as permitted ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the provisions of this Subordination Agreement, (4) possess any assets including the provisions of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anySection 4.1.

Remedies Standstill. Until (a) The Junior Lien Agent, on behalf of itself and the Junior Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Senior Indebtedness Lien Obligations shall have occurred, neither the Junior Lien Agent nor any Junior Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the prior written consent of the Senior Lien Agent, neither and will not take, receive or accept any Proceeds of Collateral; provided, however, that the Subordinated Junior Lien Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior may Exercise Any Secured Creditor Remedies after a period of 120 days has elapsed since the date on which the Junior Lien Agent has delivered to the original due date thereof any portion Senior Lien Agent written notice of the Subordinated Obligations acceleration of the Indebtedness outstanding under the Junior Lien Documents (it being understoodthe “Standstill Period”); provided further, for the avoidance of doubthowever, that this clause (1i) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under notwithstanding the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice or anything herein to the contrary, in no event shall the Junior Lien Agent or any other Junior Lien Secured Party Exercise Any Secured Creditor Remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any Exercise of Any Secured Creditor Remedies, if the Senior AgentLien Agent or any other Senior Lien Secured Party shall have commenced, which notice may and shall be given during diligently pursuing in good faith (or shall have sought or requested (and not have been denied) relief from or modification of the Standstill Period, provided that if an Event of Default has occurred automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account pursuit thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Any Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (yii) set forth in Section 2.c(3), after the expiration of the Standstill Period, upon not less than twenty days’ prior notice to so long as neither the Senior AgentLien Agent nor the other Senior Lien Secured Parties have commenced any action to enforce their Lien on any material portion of the Collateral, which notice may be given during in the Standstill Period, event that and for so long as the Junior Lien Secured Parties (3or the Junior Lien Agent on their behalf) Exercise Any Secured Creditor Remedies or exercise have commenced any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies actions to enforce their Lien with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured all or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds material portion of the Collateral or seek to obtain payment directly from any account debtor of any Obligorthe extent permitted hereunder and are diligently pursuing in good faith such actions, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise neither the Senior Lien Secured Parties nor the Senior Lien Agent shall take any action whatsoever, directly or indirectly of a similar nature with respect to collect any amounts on such Collateral without the Subordinated Obligations from anyprior written consent of the Junior Lien Agent; provided that all other provisions of this Agreement (including the turnover provisions of Section 3.6) are complied with.

Remedies Standstill. Until the Discharge of Senior Indebtedness shall have occurred, without the prior written consent of the Senior Agent, neither the Subordinated Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after The Term Agent, on behalf of itself and the passage of at least 180 consecutive days has elapsed since Term Lenders, agrees that, from the date hereof until the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured Term Enforcement Date, or waived) and (ii) the Senior date upon which the Discharge of ABL Obligations shall have occurred, neither the Term Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only nor any Term Lender will Exercise Any Secured Creditor Remedies if with respect to any of the Senior Agent is ABL Priority Collateral without the written consent of the ABL Agent, and will not then diligently pursuing the exercise take, receive or accept any Proceeds of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (y) or prior thereto upon the occurrence of the Term Enforcement Date), the Term Agent or any Term Lender may not Exercise Any Secured Creditor Remedies following under the commencement Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent is at all times subject to the provisions of this Agreement, including Section 4.1 hereof, and further provided that the Term Agent shall not Exercise Any Secured Parties’ remedies against the ABL Priority Collateral after the Term Enforcement Date and prior to Discharge of ABL Obligations (A) at any time the ABL Agent or the ABL Lenders have commenced and are diligently pursuing enforcement action against the ABL Priority Collateral, (B) at any time that any Loan Party is then a debtor under or with respect to (or otherwise subject to) any Insolvency Proceeding other than as permitted by this Subordination AgreementProceeding, or (4C) possess any assets if the Event of any Obligor, send any notice to or otherwise receive or accept any proceeds Default under the Term Credit Agreement is waived in accordance with the terms of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anyTerm Credit Agreement.

Remedies Standstill. Until the Discharge (i) No Junior Lender shall exercise any Remedies in respect of Senior Indebtedness any default or event of default unless such Junior Lender shall have occurredgiven written notice to the Borrowers, without the prior written consent of Junior Agent, the Senior Agent, neither Agent and the Subordinated Agent nor any Subordinated Lender shall at any time, Senior Lenders (1) accelerate, demand or otherwise make due and payable prior that it is presently entitled to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an such Event of Default as a result of (a) the occurrence of a payment default which is a “Specified Event of Default” as defined in the Junior Loan Documents in effect as of the date hereof after expiration of any applicable grace period or (b) acceleration of the Subordinated Credit AgreementDebt as a result of the acceleration of the Senior Indebtedness and (2) which has occurred that it intends to exercise such Remedies (the “Remedies Notice”), and is continuing (a) after the passage a period of at least 180 consecutive 90 days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and shall have elapsed from the earlier of (bx) upon not less than twenty days’ prior receipt of such notice to by the Senior Agent and Senior Lenders or (y) from the date of acceleration of the intent Senior Indebtedness; provided, that the period during which the Junior Lenders shall be prohibited from exercising Remedies shall terminate upon the earliest to exercise such remedies, which notice may be given during occur of (I) the end of the Standstill Period, provided further however thator (II) any of the following: (A) the filing of any voluntary Proceeding relating to any Credit Party, notwithstanding anything (B) the filing of any involuntary Proceeding relating to any Credit Party which is not dismissed within 60 days (C) the receipt by the Junior Agent and the Junior Lenders of the written consent of the Senior Agent or the Required Senior Lenders to the contrary hereintermination of the Standstill Period, (D) the Payment-in-Full of the Senior Indebtedness, or (E) the final maturity (after giving effect to any extensions thereof, but not giving effect to any acceleration thereof) of the Subordinated Agent Debt. Upon the termination of any Standstill Period, then the Junior Lenders may, at their sole election, exercise any and all Remedies (xincluding, without limitation, acceleration of the maturity of the Subordinated Debt) may only or Exercise Any Secured Creditor Remedies available to them under the Junior Loan Documents or applicable law; provided that the Indefinite Blockage Period or the Limited Blockage Period, as the case may be, (if not also terminated) shall continue for its applicable period notwithstanding the termination of the Standstill Period; and provided further, that any payments or other proceeds from such exercise of Remedies obtained by any Junior Lender (other than Junior PIK Payments or Junior Securities) shall in any event be held in trust by it for the benefit of the Senior Agent Lenders and promptly paid and delivered to the Senior Lenders in the form received until all Senior Indebtedness is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anyPaid-in-Full.

Remedies Standstill. Until (a) Each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Indebtedness shall have occurredPriority Obligations, such Junior Priority Agent and such Junior Priority Creditors: (i) will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the prior written consent of the Senior Agent, neither the Subordinated Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, Priority Representative; provided that if an Event of Default has occurred and is continuing, Subordinated any Junior Priority Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any (other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise than any Secured Creditor Remedies with respect the exercise of which is otherwise prohibited by this Agreement, including Section 6) after a period of 180 consecutive days has elapsed from the date of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that an Event of Default (as defined in under the Subordinated applicable Junior Priority Credit AgreementFacility) which has occurred and is continuing thereunder and stating its intention to Exercise Any Secured Creditor Remedies (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) ), and (b) upon not less than twenty days’ prior notice to the Senior then such Junior Priority Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if only so long as (1) no Event of Default relating to the payment of interest, principal, fees or other Senior Agent is not then diligently pursuing Priority Obligations shall have occurred and be continuing and (2) no Senior Priority Secured Party shall have commenced (or attempted to commence or given notice of its intent to commence) the exercise Exercise of any Secured Creditor RemediesRemedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency Proceeding), and (ii) will not knowingly take, receive or diligently attempting to vacate accept any stay on enforcement Proceeds of its rights or remedies against the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by the Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative. From and after the Discharge of Senior Priority Obligations (y) or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may not Exercise Any Secured Creditor Remedies following under the commencement Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the -32- provisions of this Agreement, including Section 4.1. Notwithstanding anything to the contrary contained herein, any Junior Priority Agent or any Junior Priority Secured Party may: file a claim or statement of interest with respect to the Junior Priority Obligations; provided that an Insolvency Proceeding has been commenced by or against any Credit Party; take any action (not adverse to the priority status of the Liens on the Senior Priority Collateral, or the rights of the Senior Priority Agent or any of the Senior Priority Secured Parties to exercise rights, powers, and/or remedies in respect thereof, including those under Article VI) in order to create, prove, perfect, preserve or protect (but not enforce) its Lien on and rights in, and the perfection and priority of its Lien on, any of the Senior Priority Collateral; file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Junior Priority Secured Parties represented thereby or of the same Series of Senior Priority Debt, in accordance with the terms of this Agreement; file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Credit Parties arising under either any Insolvency Proceeding other than as permitted or applicable non-bankruptcy law, in each case not inconsistent with or prohibited by the terms of this Subordination Agreement, Agreement or applicable law (4) possess any assets including the Bankruptcy Laws of any Obligorapplicable jurisdiction); and vote on any Plan of Reorganization, send file any notice proof of claim, make other filings and make any arguments and motions (including in support of or opposition to, as applicable, the confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance with the terms of this Agreement. (b) Any Senior Priority Agent, for and on behalf of itself and any Senior Priority Creditors represented thereby, agrees that such Senior Priority Agent and such Senior Priority Creditors will not (except as may be separately otherwise agreed in writing by and between or among all Senior Party Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to or otherwise the Exercise of Secured Creditor Remedies) with respect to any of the Collateral without the written consent of the Senior Priority Representative and will not knowingly take, receive or accept any proceeds Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Creditors represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative; provided that nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, if applicable. The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the Senior Priority Collateral Documents or seek applicable law as to obtain payment directly from any account debtor Collateral; provided, however, that any Exercise of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anySecured Creditor Remedies with respect

Remedies Standstill. Until At any time after the occurrence and during the continuation of an Event of Default under any of the Loan Documents, the Senior Agent may send a Standstill Notice to the Collateral Agent. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that from and after the date of its receipt of any Standstill Notice, neither the Collateral Agent nor the Trustee will Exercise Any Secured Creditor Remedies (other than its rights under Section 2.04(d)) unless and until (a) the Senior Agent has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of Senior Indebtedness the Credit Agreement Secured Obligations shall have occurred, without or (b) 120 days shall have elapsed from the prior written consent date of the Senior Collateral Agent's receipt of such Standstill Notice. From and after the earlier to occur of (i) the Collateral Agent's receipt of such waiver or cure notice, or (ii) the elapsing of such 120th day period, any of the Collateral Agent, neither the Subordinated Agent nor Trustee, or any Subordinated Lender shall at any time, Noteholder may commence to Exercise Any Secured Creditor Remedies (1) accelerate, demand or otherwise make due and payable prior subject to the original due date thereof any portion provisions of this Agreement, including the Subordinated Obligations (it being understoodimmediately succeeding sentence, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief Section 4.02 hereof and except with respect to any Obligor such Collateral as to which the Senior Agent is diligently effecting the collection, foreclosure, sale or its subsidiaries under other realization upon or disposition of). Notwithstanding any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part other provision in this Agreement, none of the Subordinated Agent Collateral Agent, the Trustee or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ any Noteholder may Exercise Any Secured Creditor Remedies prior notice to the Discharge of Credit Agreement Secured Obligations (x) with respect to any item of Collateral so long as Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default Agent has occurred commenced and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an diligently pursuing its Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event items of Default (so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) without first providing Senior Agent at least 5 Business Days' prior written notice. The Senior Agent may only send three (3) Standstill Notices following the date hereof (it being understood and agreed as clarification to the foregoing that no more than three (3) Standstill Notices may be provided whether delivered hereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant to Section 7.17 hereof) and no more than one (1) Standstill Notice may be given by the Senior Agent in any consecutive 365-day period. The time period during which the Collateral Agent is not permitted to Exercise Any any Secured Creditor Remedies following under this section is referred to herein as the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from any"Standstill Period".

Remedies Standstill. Until At any time after the occurrence and during the continuation of an Event of Default under any of the Loan Documents, the Agent may send a Standstill Notice to the Trustee. The Trustee, on behalf of itself and the Noteholders, agrees that from and after the date of the Trustee’s receipt of any Standstill Notice, none of the Trustee or any Noteholder will exercise any of its rights or remedies in respect of the collection on, set off against, marshalling of, or foreclosure on the Collateral or any other right relating to any Collateral (including the exercise of any voting rights relating to any Capital Stock constituting Collateral) under the Indenture Loan Documents, applicable law or otherwise as a secured creditor and will not take or receive any Collateral in connection with the exercise of any such right or remedy (including recoupment or set-off), whether under the Indenture Loan Documents, applicable law, in an Insolvency Proceeding or otherwise until the earliest to occur of (a) the Agent, for and on behalf of itself and the Lenders, has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of Senior Indebtedness the Loan Agreement Secured Obligations shall have occurred, without (b) 180 days shall have elapsed from the prior written consent date of the Senior Trustee’s receipt of such Standstill Notice, and (c) 190 days shall have elapsed from the date of the Agent’s receipt of a Default Notice, neither except, in the Subordinated case of clauses (b) or (c), with respect to any Collateral which the Agent nor any Subordinated Lender is pursuing its rights or remedies as a secured creditor to effect the collection, foreclosure, sale, or other realization upon or disposition of such collateral or is diligently attempting to vacate a stay or other probation against such pursuit; provided, that in no event shall at any timethe Trustee be entitled to exercise its rights or remedies in respect of the Collateral under the Indenture Loan Documents until the date that is 10 days after the date when Agent has received a Default Notice (as defined below). From and after the earlier to occur of (i) the Trustee’s receipt of such waiver or cure notice, (1ii) acceleratethe elapsing of such 180-day period after receipt of a Standstill Notice, demand and (iii) the elapsing of such 190-day period after receipt of a Default Notice, any of the Trustee or any Noteholder may commence to exercise any of its rights and remedies as a secured creditor under the Indenture Loan Documents, applicable law or otherwise make due and payable prior (subject to the original due date thereof provisions of this Agreement, including Section 4.02 hereof and except with respect to any portion of such Collateral as to which the Subordinated Obligations (it being understoodAgent is effecting the collection, for foreclosure, sale or other realization upon or disposition of, or is diligently attempting to vacate a stay or other probation against such realization or disposition). For the avoidance of doubt, provided that the Agent has not sent a Standstill Notice to the Trustee, the Trustee may exercise its rights or remedies in respect of the Collateral under the Indenture Loan Documents after the date that is 10 days after the date when Agent receives a Default Notice (as defined below), subject to the provisions of the second sentence of this clause Section 2.03. The Agent may only send four Standstill Notices following the date hereof (1) is not intended it being understood and agreed as clarification to limit automatic acceleration upon an actual the foregoing that no more than four Standstill Notices may be provided whether delivered hereunder or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law corresponding provision of any other agreement similar hereto that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the may be delivered pursuant to Section 7.16), and no more than one Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice Notice may be given by the Agent in any consecutive 365-day period (or 366-day period, as applicable). The time period during which the Trustee is not permitted to exercise rights or remedies under this section is referred to herein as the “Standstill Period, provided that if ”. If other than during any Standstill Period an Event of Default has occurred and is continuingcontinuing under an Indenture Loan Document, Subordinated Agent may charge default interest provided in and the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating Trustee intends to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or immediately exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against under the CollateralIndenture Loan Documents, and the Trustee may send written notice thereof (ya “Default Notice”) may not Exercise Any Secured Creditor Remedies following to the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anyAgent.

Remedies Standstill. Until At any time after the occurrence and during the continuation of an Event of Default under any of the Loan Documents, the Lender may send a Standstill Notice to the Collateral Agent. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that from and after the date of its receipt of any Standstill Notice, none of the Collateral Agent, the Trustee, or any Noteholder will exercise any of its rights or remedies in respect of the collection on, set off against, marshalling of, or foreclosure on the Collateral or any other right relating to any Collateral (including the exercise of any voting rights relating to any Capital Stock constituting Collateral) under the Indenture Loan Documents, applicable law or otherwise as a secured creditor and will not take or receive any Collateral in connection with the exercise of any such right or remedy (including recoupment or set-off), whether under the Indenture Loan Documents, applicable law, in an Insolvency Proceeding or otherwise unless and until (a) the Lender has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of Senior Indebtedness the Loan Agreement Secured Obligations shall have occurred, without or (b) 120 days shall have elapsed from the prior written consent date of the Senior Collateral Agent's receipt of such Standstill Notice, neither the Subordinated Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief except with respect to any Obligor or Collateral which the Lender is pursuing its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assetsa secured creditor to effect the collection, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an Event foreclosure, sale, or other realization upon or disposition of Default (as defined in the Subordinated Credit Agreement) which has occurred such collateral. From and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier to occur of (i) the date on which the Senior Agent has received written notice from the Borrower Collateral Agent's receipt of such Event of Default (so long as such Event of Default has not been cured waiver or waived) and cure notice, or (ii) the Senior Agent has received written notice from the Subordinated Agent elapsing of such 120th day period, any of the Collateral Agent, the Trustee, or any Noteholder may commence to exercise any of its rights and remedies as a secured creditor under the Indenture Loan Documents, applicable law or otherwise (subject to the provisions of this Agreement, including Section 4.02 hereof and except with respect to any such Collateral as to which the Lender is effecting the collection, foreclosure, sale or other realization upon or disposition of). The Lender may only send 3 Standstill Notices following the date hereof (it being understood and agreed as clarification to the foregoing that no more than 3 Standstill Notices may be provided whether delivered hereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant to Section 7.16) and no Event of Default (so long may serve as the basis for any subsequent Standstill Notice unless 120 consecutive days shall have elapsed from the date that such Event event of Default has not been was cured or waived) (such periodwaived by the Lender, the “and no more than one Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice Notice may be given by the Lender in any consecutive 365-day period. The time period during which the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Collateral Agent is not then diligently pursuing the permitted to exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against under this section is referred to herein as the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from any"STANDSTILL PERIOD".

Remedies Standstill. Until (a) Each of the First Lien Term Agent, on behalf of itself and the First Lien Term Lenders, and the First Lien Notes Agent, on behalf of itself, the First Lien Notes Secured Parties and the Future Term Loan/Notes Indebtedness Secured Parties, agrees that, until the date upon which the Discharge of Senior Indebtedness ABL Obligations shall have occurred, without the prior written consent of the Senior Agent, neither the Subordinated such Term Loan/Notes Agent nor any Subordinated First Lien Term Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of First Lien Notes Secured Creditor Remedies Party or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Future Term Loan/Notes Indebtedness Secured Party will Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an Event any of Default (as defined the ABL Priority Collateral without the written consent of the ABL Agent, and will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage Controlling Term Loan/Notes Agent shall not constitute a breach of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (this Agreement so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice Proceeds are promptly remitted to the Senior Agent ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the intent to exercise such remediesABL Agent), which notice any Term Loan/Notes Agent, any First Lien Term Lender, any First Lien Notes Secured Party, or any Future Term Loan/Notes Indebtedness Secured Party may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if under the Senior Agent is not then diligently pursuing the exercise applicable Term Loan/Notes Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following with respect to any Collateral by any Term Loan/Notes Agent is at all times subject to the commencement provisions of any Insolvency Proceeding other than as permitted by this Subordination Agreement and the Term Loan/Notes Intercreditor Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anyincluding Section 4.1 hereof.

Remedies Standstill. Until At any time after the occurrence and during the continuation of an Event of Default under any of the Loan Documents, the Agent may send a Standstill Notice to the Collateral Agent. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that from and after the date of its receipt of any Standstill Notice, none of the Collateral Agent, the Trustee, or any Noteholder will exercise any of its rights or remedies in respect of the collection on, set off against, marshalling of, or foreclosure on the Collateral or any other right relating to any Collateral (including the exercise of any voting rights relating to any Capital Stock constituting Collateral) under the Indenture Loan Documents, applicable law or otherwise as a secured creditor and will not take or receive any Collateral in connection with the exercise of any such right or remedy (including recoupment or set-off), whether under the Indenture Loan Documents, applicable law, in an Insolvency Proceeding or otherwise unless and until (a) the Agent has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of Senior Indebtedness the Loan Agreement Priority Obligations shall have occurred, without or (b) 120 days shall have elapsed from the prior written consent date of the Senior Collateral Agent’s receipt of such Standstill Notice, neither the Subordinated Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief except with respect to any Obligor or Collateral which the Agent is pursuing its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against a secured creditor to effect the collection, foreclosure, sale, or other realization upon or disposition of such collateral. From and after the earlier to occur of (i) the Collateral Agent’s receipt of such waiver or cure notice, or (ii) the elapsing of such 120th day period, any Obligor’s assetsof the Collateral Agent, provided that the Subordinated Agent Trustee, or any Noteholder may Exercise commence to exercise any Secured Creditor Remedies of its rights and remedies as a secured creditor under the Indenture Loan Documents, applicable law or otherwise (subject to the provisions of this Agreement, including Section 4.02 hereof and except with respect to an any such Collateral as to which the Lender is effecting the collection, foreclosure, sale or other realization upon or disposition of). So long as the Agent has not sent a Standstill Notice to the Collateral Agent, the Collateral Agent may exercise its rights or remedies in respect of the Collateral under the Indenture Loan Documents after the 10th Business Day following receipt by the Agent of a Notice of Intent to Exercise (as defined below). The Agent may only send 3 Standstill Notices following the date hereof (it being understood and agreed as clarification to the foregoing that no more than 3 Standstill Notices may be provided whether delivered hereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant to Section 7.16) and no Event of Default may serve as the basis for any subsequent Standstill Notice unless 120 consecutive days shall have elapsed from the date that such event of Default was cured or waived by the Agent , and no more than one Standstill Notice may be given by the Agent in any consecutive 365-day period. The time period during which the Collateral Agent is not permitted to exercise rights or remedies under this section is referred to herein as the “Standstill Period.” If at any time other than during any Standstill Period an “Event of Default” (as defined in the Subordinated Credit AgreementIndenture) which has occurred and is continuing (a) under the Indenture Loan Documents, and the Collateral Agent intends to exercise its rights or remedies under the Indenture Loan Documents, the Collateral Agent may do so only after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received sending a written notice from the Borrower (“Notice of such Event of Default (so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill PeriodIntent to Exercise”) and (b) upon not no less than twenty days’ 10 Business Days and no more than 20 Business Days prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its such rights or remedies against to the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anyAgent.

Remedies Standstill. Until (a) Each Junior Priority Representative, on behalf of itself and its Related Secured Parties, agrees that until the date on which the Discharge of Senior Indebtedness ABL Obligations shall have occurred, (i) neither such Junior Priority Representative nor any of its Related Secured Parties will (x) Exercise Any Secured Creditor Remedies with respect to any Intercreditor Collateral without the prior written consent of the Senior ABL Collateral Agent, neither the Subordinated Agent nor and will not take, receive or accept any Subordinated Lender shall at any timeProceeds of Intercreditor Collateral, (1y) acceleratecontest, demand protest or object to (A) any Exercise of Secured Creditor Remedies with respect to any Intercreditor Collateral by the ABL Collateral Agent or any ABL Secured Party in respect of the ABL Obligations, (B) the exercise of any right by the ABL Collateral Agent or any ABL Secured Party (or any agent or sub-agent on their behalf) in respect of the ABL Obligations under any lockbox agreement, control agreement or similar agreement or arrangement to which the ABL Collateral Agent or any ABL Secured Party either is a party or may have rights as a third party beneficiary or (C) any other exercise by any such party of any rights and remedies relating to any Intercreditor Collateral under the ABL Documents or otherwise make due and payable prior in respect of the Intercreditor Collateral or the ABL Obligations or (z) object to the original due date thereof forbearance by the ABL Secured Parties from bringing or pursuing any portion foreclosure proceeding or action or any other Exercise of Secured Creditor Remedies relating to the Subordinated Intercreditor Collateral in respect of ABL Obligations and (it being understoodii) the ABL Collateral Agent and the ABL Secured Parties shall have the exclusive right to Exercise Any Secured Creditor Remedies (including, for the avoidance of doubt, that this clause (1) is not intended setoff and the right to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereofcredit bid), (2) commencedirect the time, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, method and place for the purpose of effecting an exercising such Exercise of Secured Creditor Remedies or otherwise conducting any proceeding with respect thereto, and make determinations regarding the release, disposition or restrictions with respect to the Intercreditor Collateral, in each case, without any way relating to consultation with or in connection with the Subordinated Loan Documents except, unlessconsent of any Junior Priority Representative or any other Junior Priority Debt Party; provided that, subject to clauses (xSection 4.1(b) and (y) set forth in Section 2.c(3)to any agreements among Junior Priority Representatives and their Related Secured Parties, after expiration upon the occurrence of the Standstill PeriodJunior Priority Enforcement Date, upon not less than twenty days’ prior notice to the Senior AgentDesignated Junior Priority Representative, which notice acting on behalf of itself and the Junior Priority Debt Parties may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that without such prior written consent of the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred ABL Collateral Agent. From and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on upon which the Senior Agent has received written notice from Discharge of ABL Obligations shall have occurred (or prior thereto upon the Borrower of such Event of Default (so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent occurrence of the intent Junior Priority Enforcement Date), any Junior Priority Representative or any Junior Priority Debt Party may, subject to exercise such remediesany agreements among Junior Priority Representatives and their Related Secured Parties, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if under the Senior Agent is not then diligently pursuing the exercise of Junior Priority Debt Documents or applicable law as to any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Intercreditor Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from any.

Remedies Standstill. Until (a) The Cash Flow Agent, on behalf of itself and the Cash Flow Lenders, agrees that, until the date upon which the Discharge of Senior Indebtedness ABL Obligations shall have occurred, without the prior written consent of the Senior Agent, neither the Subordinated Cash Flow Agent nor any Subordinated Cash Flow Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) will Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent; provided that the Cash Flow Agent may Exercise Any Secured Creditor Remedies (other than any Exercise of Secured Creditor Remedies which is otherwise prohibited by this Agreement, including, without limitation, Section 6) after a period of 180 consecutive days has elapsed from the date of delivery of written notice by the Cash Flow Agent to the ABL Agent stating that an Event of Default (as defined in under the Subordinated Cash Flow Credit Agreement) which has occurred and is continuing thereunder and stating its intention to Exercise Any Secured Creditor Remedies, and then only so long as (a1) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such no Event of Default relating to the payment of interest, principal, fees or other ABL Obligations shall have occurred and be continuing and (2) no ABL Secured Party shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency Proceeding) and (y) will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Cash Flow Agent shall not constitute a breach of this Agreement so long as such Event Proceeds are promptly remitted to the ABL Agent. From and after the date upon which the Discharge of Default has not been cured ABL Obligations shall have occurred (or waived) and (ii) prior thereto upon obtaining the Senior Agent has received written notice from consent of the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such periodABL Agent), the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Cash Flow Agent of the intent to exercise such remedies, which notice or any Cash Flow Lender may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if under the Senior Agent is not then diligently pursuing the exercise Cash Flow Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following with respect to any Collateral by the commencement Cash Flow Agent or any Cash Flow Lender is at all times subject to the provisions of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anyincluding Section 4.1 hereof

Remedies Standstill. Until the Discharge of Senior Indebtedness shall have occurred, without the prior written consent of the Senior Agent, neither the Subordinated Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after The Shared Collateral Agents, on behalf of the passage of at least 180 consecutive days has elapsed since Shared Collateral Secured Parties, agree that, from the date hereof until the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured Shared Collateral Enforcement Date, or waived) and (ii) the Senior Agent has received written notice from date upon which the Subordinated Agent Discharge of such Event of Default (so long as such Event of Default has not been cured or waived) (such periodABL Obligations shall have occurred, neither the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Shared Collateral Agents nor any Shared Collateral Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Collateral without the written consent of the ABL Agent and the Required For bracketed language here and elsewhere in this form relating to the Assignor(s), if the Senior Agent assignment is not then diligently pursuing from a single Assignor, choose the exercise of any Secured Creditor Remediesfirst bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. Select as appropriate. Include bracketed language if there are either multiple Assignors or diligently attempting to vacate any stay on enforcement of its rights or remedies against multiple Assignees. Lenders (as defined in the CollateralABL Credit Agreement), and will not take, receive or accept any Proceeds of the ABL Collateral. From and after the earlier of (yi) the Shared Collateral Enforcement Date or (ii) the date upon which the Discharge of ABL Obligations shall have occurred, the Shared Collateral Agents or any Shared Collateral Secured Party may not Exercise Any Secured Creditor Remedies following under the commencement Shared Collateral Documents or applicable law as to any ABL Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Insolvency Proceeding other than as permitted ABL Collateral by the Shared Collateral Agents is at all times subject to the provisions of this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anyincluding Section 4.1 hereof.

Remedies Standstill. Until (a) The Junior Lien Agent, on behalf of itself and the Junior Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Senior Indebtedness Lien Obligations shall have occurred, neither the Junior Lien Agent nor any Junior Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the prior written consent of the Senior Lien Agent, neither and will not take, receive or accept any Proceeds of Collateral; provided, however, that the Subordinated Junior Lien Agent nor may Exercise Any Secured Creditor Remedies after a period of 120 days (which period shall be tolled during any Subordinated Lender shall at period in which the Senior Lien Agent is not entitled, on behalf of the Senior Lien Secured Parties, to Exercise any time, Secured Creditor Remedies as a result of (1A) accelerate, demand any injunction issued by a court of competent jurisdiction or otherwise make due and payable prior (B) the automatic stay or any other stay or prohibition in any Insolvency Proceeding) has elapsed since the date on which the Junior Lien Agent has delivered to the original due date thereof any portion Senior Lien Agent US-DOCS\79710835.5 Senior Junior Intercreditor Agreement written notice of the Subordinated Obligations acceleration of the Indebtedness outstanding under the Junior Lien Documents (it being understoodthe “Standstill Period”); provided further, for the avoidance of doubthowever, that this clause (1i) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under notwithstanding the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice or anything herein to the Senior Agentcontrary, which notice may be given during in no event shall the Standstill PeriodJunior Lien Agent or any other Junior Lien Secured Party Exercise Any Secured Creditor Remedies, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) or commence, prosecutejoin with any person in commencing, or participate petition for or vote in favor of any lawsuitresolution for, actionany Exercise of Any Secured Creditor Remedies, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor if the Senior Lien Agent or any Obligor’s assetsother Senior Lien Secured Party shall have commenced, and shall be diligently pursuing in each case, for good faith the purpose of effecting an Exercise of Any Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (yii) set forth in Section 2.c(3), after the expiration of the Standstill Period, upon not less than twenty days’ prior notice to so long as neither the Senior AgentLien Agent nor the other Senior Lien Secured Parties have commenced any action to enforce their Lien on any material portion of the Collateral, which notice may be given during in the Standstill Period, event that and for so long as the Junior Lien Secured Parties (3or the Junior Lien Agent on their behalf) Exercise Any Secured Creditor Remedies or exercise have commenced any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies actions to enforce their Lien with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured all or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds material portion of the Collateral or seek to obtain payment directly from any account debtor of any Obligorthe extent permitted hereunder and are diligently pursuing in good faith such actions, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise neither the Senior Lien Secured Parties nor the Senior Lien Agent shall take any action whatsoever, directly or indirectly of a similar nature with respect to collect any amounts on such Collateral without the Subordinated Obligations from anyprior written consent of the Junior Lien Agent; provided that all other provisions of this Agreement (including the turnover provisions of Section 3.6) are complied with.

Remedies Standstill. Until At any time after the occurrence and during the continuation of an Event of Default under any of the Loan Documents, the Lender may send a Standstill Notice to the Collateral Agent. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees, that from and after the date of its receipt of any Standstill Notice, none of the Collateral Agent, the Trustee, or any Noteholder will exercise any of its rights or remedies in respect of the collection on, set off against, marshalling of, or foreclosure on the Collateral or any other right relating to any Collateral (including the exercise of any voting rights relating to any Capital Stock constituting Collateral) under the Indenture Loan Documents, applicable law or otherwise as a secured creditor and will not take or receive any Collateral in connection with the exercise of any such right or remedy (including recoupment or set-off), whether under the Indenture Loan Documents, applicable law, in an Insolvency Proceeding or otherwise unless and until (a) the Lender has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of Senior Indebtedness the Loan Agreement Secured Obligations shall have occurred, without or (b) 90 days shall have elapsed from the prior written consent date of the Senior Collateral Agent's receipt of such Standstill Notice, neither the Subordinated Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief except with respect to any Obligor or Collateral which the Lender is pursuing its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assetsa secured creditor to effect the collection, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an Event foreclosure, sale, or other realization upon or disposition of Default (as defined in the Subordinated Credit Agreement) which has occurred such collateral. From and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier to occur of (i) the date on Collateral Agent's receipt of such waiver or cure notice, or (ii) the elapsing of such 90th day period, any of the Collateral Agent, the Trustee, or any Noteholder may commence to exercise any of its rights and remedies as a secured creditor under the Indenture Loan Documents, applicable law or otherwise (subject to the provisions of this Agreement, including Section 4.02 hereof and except with respect to any such Collateral as to which the Senior Agent has received written notice Lender is effecting the collection, foreclosure, sale or other realization upon or disposition of). The Lender may only send 3 Standstill Notices following the date hereof (it being understood and agreed as clarification to the foregoing that no more than 3 Standstill Notices may be provided whether delivered hereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant to Section 7.16) and no Event of Default may serve as the basis for any subsequent Standstill Notice unless 90 consecutive days shall have elapsed from the Borrower of date that such Event of Default (so long as such Event of Default has not been was cured or waived) waived by the Lender, and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “no more than one Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice Notice may be given by the Lender in any consecutive 365-day period. The time period during which the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Collateral Agent is not then diligently pursuing the permitted to exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against under this section is referred to herein as the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from any"STANDSTILL PERIOD".

Remedies Standstill. Until (a) The [Cash Flow] Agent, on behalf of itself and the [Cash Flow] Secured Parties, agrees that, until the Discharge of Senior Indebtedness shall have occurred, without the prior written consent of the Senior AgentABL Obligations, neither the Subordinated [Cash Flow] Agent (including in its capacity as [Cash Flow] Collateral Representative, as applicable) nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute[Cash Flow] Secured Party will, or participate in any lawsuitwill seek to, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies (or exercise institute or join in any other enforcement rights action or remedies as against proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any Obligor’s assetsof the ABL Priority Collateral without the written consent of the ABL Agent and will not knowingly take, provided receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the Subordinated temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the [Cash Flow] Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Representative. Subject to Sections 2.3(13) and 23(e), from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the [Cash Flow] Agent or any [Cash Flow] Secured Party may Exercise Any Secured Creditor Remedies under the [Cash Flow] Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to an Event of Default (as defined in any Collateral by the Subordinated Credit Agreement) which has occurred and [Cash Flow] Agent or any [Cash Flow] Secured Party is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice all times subject to the Senior Agent provisions of the intent to exercise such remediesthis Agreement, which notice may be given during the Standstill Period, provided further however that, notwithstanding including Section 4.1. Notwithstanding anything to the contrary contained herein, the Subordinated [Cash Flow] Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from any[Cash Flow] Secured Party may:

Remedies Standstill. Until At any time after the Discharge of Senior Indebtedness shall have occurred, without the prior written consent of the Senior Agent, neither the Subordinated Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due occurrence and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if continuation of an Event of Default has occurred and is continuingunder any of the Loan Documents, Subordinated the Senior Agent may charge default interest provided in send a Standstill Notice to the Subordinated Loan Documents (but not receive payments Collateral Agent. The Collateral Agent, on account thereof)behalf of itself, (2) commencethe Trustee, prosecuteand the Noteholders, or participate in agrees that from and after the date of the Collateral Agent’s receipt of any lawsuitStandstill Notice, actionnone of the Collateral Agent, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor the Trustee or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice Noteholder may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies (other than its rights under Section 2.04(d)) unless and until (a) the Senior Agent has expressly waived or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that acknowledged the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an cure of the applicable Event of Default in writing or the Discharge of First Priority Credit Agreement Secured Obligations shall have occurred, or (as defined in b) 120 days shall have elapsed from the Subordinated Credit Agreement) which has occurred date of the Collateral Agent’s receipt of such Standstill Notice. From and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier to occur of (i) the date on Collateral Agent’s receipt of such waiver or cure notice, or (ii) the elapsing of such 120th day period, any of the Collateral Agent, the Trustee, or any Noteholder may commence to Exercise Any Secured Creditor Remedies (subject to the provisions of this Agreement, including the immediately succeeding sentence, Section 4.02 hereof and except with respect to any such Collateral as to which the Senior Agent has received written notice from is diligently effecting the Borrower collection, foreclosure, sale or other realization upon or disposition of). NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, NONE OF THE COLLATERAL AGENT, THE TRUSTEE OR ANY NOTEHOLDER MAY EXERCISE ANY SECURED CREDITOR REMEDIES PRIOR TO THE DISCHARGE OF FIRST PRIORITY CREDIT AGREEMENT SECURED OBLIGATIONS (X) WITH RESPECT TO ANY ITEM OF COLLATERAL SO LONG AS SENIOR AGENT HAS COMMENCED AND IS DILIGENTLY PURSUING ITS EXERCISE OF SECURED CREDITOR REMEDIES IN RESPECT OF SUCH ITEMS OF COLLATERAL, AND (Y) WITHOUT FIRST PROVIDING SENIOR AGENT AT LEAST FIVE (5) BUSINESS DAYS’ PRIOR WRITTEN NOTICE. The Senior Agent may only send three (3) Standstill Notices following the date hereof (it being understood and agreed as clarification to the foregoing that no more than three (3) Standstill Notices may be provided whether delivered hereunder or under any corresponding provision of such Event of Default (so long as such Event of Default has not been cured or waivedany other agreement similar hereto that may be delivered pursuant to Section 7.17 hereof) and no more than one (ii1) Standstill Notice may be given by the Senior Agent has received written notice from in any consecutive 365-day period. The time period during which the Subordinated Collateral Agent of such Event of Default (so long is not permitted to Exercise Any Secured Creditor Remedies under this section is referred to herein as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from any.

Remedies Standstill. Until (1) So long as the Discharge of the Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced, the Senior Collateral Agent and the other Senior Secured Parties shall have occurredthe exclusive right to the Exercise of Secured Creditor Remedies and to otherwise enforce rights and remedies with respect to the Collateral, in each case, without consultation with or the consent of any Existing Secured Party and no Existing Secured Party shall at any time, without the prior written consent of the Senior Collateral Agent, neither the Subordinated Agent nor any Subordinated Lender shall at any time, : (1A) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations Existing Indebtedness; (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2B) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) case against any the Obligor or any the Obligor’s assets); provided that, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) as more fully set forth in Section 2.c(35 hereof, an Existing Secured Party may (1) vote, file a proof of claim (such proof of claim to indicate the subordination set forth herein), after expiration of the Standstill Period, upon not less than twenty days’ prior notice (2) otherwise act with respect to the Senior Agent, which notice may be given during Existing Indebtedness in any Insolvency Proceeding involving the Standstill PeriodObligor, (3) correct any mistake or ambiguity in any Existing Document, and (4) remedy or cure any defect in or lapse of perfection of the Lien of such Existing Secured Party with respect to the Existing Indebtedness in the Collateral; (C) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any the Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an Event of Default ; (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4D) possess any assets of any the Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any the Obligor, sue sxx for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupmentrecoupment as against the Obligor, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on account of the Subordinated Obligations Existing Indebtedness from the Obligor or any of its assets; or (E) commence or cause to be commenced or join with any creditor in commencing any Insolvency Proceeding against the Obligor. Except as set forth in Section 5 hereof, unless and until the Discharge of the Senior Indebtedness has occurred, the sole right of the Existing Secured parties with respect to the Collateral shall be to receive the Proceeds of the Collateral, if any, in accordance with the priority set forth in Section 7 hereof.

Remedies Standstill. Until Each Junior Priority Agent, for and on behalf of itself and the Junior Priority Secured Parties represented thereby, agrees that, until the Discharge of Senior Indebtedness shall have occurredPriority Obligations, such Junior Priority Agent and such Junior Priority Secured Parties: will not, and will not seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the Collateral without the prior written consent of the Senior Agent, neither the Subordinated Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, Priority Representative; provided that if an Event of Default has occurred and is continuing, Subordinated any Junior Priority Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or (other than any remedies the exercise any other enforcement rights or remedies as against any Obligor’s assetsof which is otherwise prohibited by this Agreement, provided including Article VI) after a period of [150] consecutive days has elapsed from the date of delivery of written notice by such Junior Priority Agent to each Senior Priority Agent stating that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an Event of Default (as defined in under the Subordinated applicable Junior Priority Credit Agreement) which has occurred and is continuing thereunder and that the Junior Priority Obligations are currently due and payable in full (a) after the passage whether as a result of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured acceleration or waivedotherwise) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice stating its intention to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if (the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral“Junior Standstill Period”), and (y) then such Junior Priority Agent may not Exercise Any Secured Creditor Remedies following only so long as (1) no Event of Default relating to the commencement payment of interest, principal, fees or other Senior Priority Obligations shall have occurred and be continuing and (2) no Senior Priority Secured Party shall have commenced (or attempted to commence or given notice of its intent to commence) the Exercise of Secured Creditor Remedies with respect to the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency Proceeding) and, in each case, such Junior Priority Agent has notice thereof; will not contest, protest or object to any foreclosure proceeding or action brought by any Senior Priority Agent or any Senior Priority Creditor or any other exercise by any Senior Priority Agent or any Senior Priority Creditor of any Insolvency Proceeding rights and remedies relating to the Collateral under the Senior Priority Documents or otherwise (including any Exercise of Secured Creditor Remedies initiated by or supported by any Senior Priority Agent or any Senior Priority Creditor); subject to their rights under clause (i) above, will not object to the forbearance by any Senior Priority Agent or the Senior Priority Creditors from bringing or pursuing any foreclosure proceeding or action or any other than as permitted by this Subordination Agreement, (4) possess any assets exercise of any Obligorrights or remedies relating to the Collateral; or will not knowingly take, send any notice to or otherwise receive or accept any proceeds Proceeds of the Collateral, it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by the Junior Priority Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Senior Priority Representative. From and after the Discharge of Senior Priority Obligations (or prior thereto upon obtaining the written consent of each Senior Priority Agent), any Junior Priority Agent and any Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Junior Priority Documents or applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Junior Priority Agent or any Junior Priority Creditor is at all times subject to the provisions of this Agreement, including Section 4.1. Each Senior Priority Agent, for and on behalf of itself and any Senior Priority Secured Parties represented thereby, agrees that such Senior Priority Agent and such Senior Priority Secured Parties will not (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby) Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of the Collateral without the written consent of the Senior Priority Representative and will not knowingly take, receive or seek accept any Proceeds of Collateral (except as may be separately otherwise agreed in writing by and between or among all Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by such Senior Priority Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to obtain payment directly the Senior Priority Representative; provided that nothing in this sentence shall prohibit any Senior Priority Agent from taking such actions in its capacity as Senior Priority Representative, if applicable. The Senior Priority Representative may Exercise Any Secured Creditor Remedies under the Senior Priority Documents or applicable law as to any account debtor Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Senior Priority Representative is at all times subject to the provisions of this Agreement, including Section 4.1. Nothing in this Agreement shall prohibit the receipt by any Secured Party of the required payments of interest, principal and other amounts owed in respect of the Senior Priority Obligations or Junior Priority Obligations, as the case may be, so long as such receipt is not the direct or indirect result of the exercise by any Secured Party of rights or remedies as a secured creditor in respect of the Collateral (including set-off) or enforcement in contravention of this Agreement of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anyLien held by such Secured Party.

Remedies Standstill. Until At any time after the occurrence and during the continuation of an Event of Default under any of the Loan Documents, the Senior Agent may send a Standstill Notice to the Collateral Agent. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that from and after the date of its receipt of any Standstill Notice, neither the Collateral Agent nor the Trustee will Exercise Any Secured Creditor Remedies (other than its rights under Section 2.04(d)) unless and until (a) the Senior Agent has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of Senior Indebtedness the Credit Agreement Secured Obligations shall have occurred, without or (b) 120 days shall have elapsed from the prior written consent date of the Senior Collateral Agent’s receipt of such Standstill Notice. From and after the earlier to occur of (i) the Collateral Agent’s receipt of such waiver or cure notice, or (ii) the elapsing of such 120th day period, any of the Collateral Agent, neither the Subordinated Agent nor Trustee, or any Subordinated Lender shall at any time, Noteholder may commence to Exercise Any Secured Creditor Remedies (1) accelerate, demand or otherwise make due and payable prior subject to the original due date thereof any portion provisions of this Agreement, including the Subordinated Obligations (it being understoodimmediately succeeding sentence, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief Section 4.02 hereof and except with respect to any Obligor such Collateral as to which the Senior Agent is diligently effecting the collection, foreclosure, sale or its subsidiaries under other realization upon or disposition of). Notwithstanding any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part other provision in this Agreement, none of the Subordinated Agent Collateral Agent, the Trustee or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ any Noteholder may Exercise Any Secured Creditor Remedies prior notice to the Discharge of Credit Agreement Secured Obligations (x) with respect to any item of Collateral so long as Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default Agent has occurred commenced and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an diligently pursuing its Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event items of Default (so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) without first providing Senior Agent at least 5 Business Days’ prior written notice. The Senior Agent may only send three (3) Standstill Notices following the date hereof (it being understood and agreed as clarification to the foregoing that no more than three (3) Standstill Notices may be provided whether delivered hereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant to Section 7.17 hereof) and no more than one (1) Standstill Notice may be given by the Senior Agent in any consecutive 365-day period. The time period during which the Collateral Agent is not permitted to Exercise Any any Secured Creditor Remedies following under this section is referred to herein as the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from any“Standstill Period”.

Remedies Standstill. Until Each Junior Lien Agent, on behalf of itself and the Junior Lien Secured Parties represented by it, agrees that, from the date hereof until the date upon which the Discharge of Senior Indebtedness Lien Obligations shall have occurred, neither any Junior Lien Agent nor any Junior Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the prior written consent of the Designated Senior Lien Agent, neither and will not take, receive or accept any Proceeds of Collateral; provided, however, that the Subordinated Designated Junior Lien Agent nor may Exercise Any Secured Creditor Remedies after a period of 180 days (which period shall be tolled during any Subordinated Lender shall at period in which the Designated Senior Lien Agent is not entitled to Exercise any time, Secured Creditor Remedies as a result of (1A) accelerate, demand any injunction issued by a court of competent jurisdiction or otherwise make due and payable prior (B) the automatic stay or any other stay or prohibition in any Insolvency Proceeding) has elapsed since the date on which the Designated Junior Lien Agent has delivered to the original due date thereof any portion Designated Senior Lien Agent written notice of the Subordinated Obligations acceleration of the Indebtedness outstanding under the Junior Lien Documents (it being understoodthe “Standstill Period”); provided further, for the avoidance of doubthowever, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under notwithstanding the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice or anything herein to the contrary, in no event shall any Junior Lien Agent or any other Junior Lien Secured Party Exercise Any Secured Creditor Remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any Exercise of Any Secured Creditor Remedies, if any Senior AgentLien Agent or any other Senior Lien Secured Party shall have commenced, which notice may and shall be given during diligently pursuing in good faith the Standstill PeriodExercise of Any Secured Creditor Remedies. The foregoing shall not be construed to prevent any Junior Lien Agent or any Junior Lien Secured Party from (i) filing a claim, provided that if an Event proof of Default has occurred and is continuingclaim, Subordinated Agent may charge default statement of interest provided or any similar form with respect to the Junior Lien Obligations owed to it in the Subordinated Loan Documents (but not receive payments on account thereof)any Insolvency Proceeding commenced by or against any Credit Party, (2ii) commence, prosecute, taking any action (not adverse to the priority status of the Liens of the Senior Lien Agents or participate in any lawsuit, action, the other Senior Lien Secured Parties on the Collateral or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor the rights of the Senior Lien Agents or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice Senior Lien Secured Parties to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or exercise protect (but not enforce) its Lien on any Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other enforcement pleading or action filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of any Junior Lien Agent or any Junior Lien Secured Party, (iv) exercising rights or and remedies as against any Obligor’s assetsunsecured creditors, as provided that in Section 2.9, (v) inspecting or appraising the Subordinated Agent may Exercise any Secured Creditor Remedies Collateral or receiving reports with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (Collateral so long as such Event actions do not interfere in any material respect with the rights of Default has not been cured or waived) the Senior Lien Secured Parties hereunder and (iivi) subject to Section 2.2 and the Senior Agent has received written notice from the Subordinated Agent second proviso of such Event of Default (so long as such Event of Default has not been cured or waivedSection 2.3(a) (such periodand subject, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice generally, to the Senior Agent Lien Priority provisions and application of proceeds provisions set forth herein), enforcing any of its rights and exercising any of its remedies with respect to the intent to exercise such remedies, which notice may be given during Collateral after termination of the Standstill Period. Except for the actions set forth in clauses (i) through (vi) of this Section 2.3(b), provided further however thatunless and until the Discharge of the Senior Lien Obligations, notwithstanding anything the sole right of the Junior Lien Agent and the other Junior Lien Secured Parties with respect to the contrary herein, Collateral shall be to receive the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise Proceeds of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, if any, remaining after Discharge of Senior Lien Obligations has occurred and (y) may not in accordance with the Junior Lien Documents and applicable law. Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anyRights.

Remedies Standstill. Until (a) The Term Agent, on behalf of itself and the other Term Secured Parties, agrees that, prior to the Discharge of Senior Indebtedness shall have occurredABL Obligations, and regardless of whether any Insolvency Proceeding has been commenced by or against any Credit Party, neither the Term Agent nor any other Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the prior written consent of the Senior ABL Agent, neither and will not, through the Subordinated Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Any Secured Creditor Remedies or otherwise in contravention of this Agreement, take, receive or accept any way relating to or Proceeds of ABL Priority Collateral (it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in connection with a Deposit Account controlled by the Subordinated Loan Documents except, unless, subject to clauses Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (xbut in no event later than five (5) and (yBusiness Days after receipt) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice remitted to the Senior ABL Agent); provided that, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Term Agent may Exercise any Any Secured Creditor Remedies with respect to an Event any of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) ABL Priority Collateral without the prior written consent of the ABL Agent after the passage expiry of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “any applicable Term Standstill Period”; provided, further, that notwithstanding anything in this Section 2.3(a) and (b) upon not less than twenty days’ prior notice to the Senior contrary, (A) in no event shall the Term Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only or any other Term Secured Party Exercise Any Secured Creditor Remedies if with respect to any of the Senior ABL Priority Collateral if, prior to the expiry of any applicable Term Standstill Period (and notwithstanding the expiration thereof), either (1) the ABL Agent is not then or an agent acting on its behalf (or any ABL Secured Party acting with the consent of the ABL Agent) shall have commenced and be diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not an Exercise Any Secured Creditor Remedies following with respect to all or a material portion of the commencement ABL Priority Collateral or (2) any ABL Credit Party shall have commenced (with the consent of the ABL Agent) the liquidation and sale of all or a material portion of the ABL Priority Collateral, and (B) the applicable Term Standstill Period shall be tolled for any Insolvency Proceeding period that the ABL Agent or other than as permitted by this Subordination Agreement, ABL Secured Parties (4or the ABL Credit Parties with the consent of the ABL Agent) possess any assets of any Obligor, send any notice to are stayed or otherwise receive prohibited by law or accept court order from taking any proceeds of the actions described in the foregoing clauses (A)(1) or (A)(2), as applicable, with respect to the ABL Priority Collateral. In all events, any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent or seek the other Term Secured Parties shall at all times be subject to obtain payment directly from any account debtor the provisions of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anythis Agreement.

Remedies Standstill. Until (a) The Second Lien Agent, on behalf of itself and the Second Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Senior Indebtedness First Lien Obligations shall have occurred, neither the Second Lien Agent nor any Second Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the prior written consent of the Senior First Lien Agent, neither and will not take, receive or accept any Proceeds of Collateral; provided, however, that the Subordinated Second Lien Agent nor may Exercise Any Secured Creditor Remedies after a period of 180 days (or, in the case of any Subordinated Lender shall at any timeCollateral comprising ABL Priority Collateral (as defined in the Initial First Lien Credit Agreement, (1210 days) accelerate, demand or otherwise make due and payable prior has elapsed since the date on which the Second Lien Agent has delivered to the original due date thereof any portion First Lien Agent written notice of the Subordinated Obligations acceleration of the Indebtedness outstanding under the Second Lien Documents (it being understoodthe “Standstill Period”); provided further, for the avoidance of doubthowever, that this clause (1i) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under notwithstanding the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice or anything herein to the Senior Agentcontrary, which notice may in no event shall the Second Lien Agent or any other Second Lien Secured Party Exercise Any Secured Creditor Remedies, or commence, join with any person in commencing, or petition for or vote in favor of any resolution for, any Exercise of Any Secured Creditor Remedies, if the First Lien Agent or any other First Lien Secured Party shall have commenced, and shall be given during diligently pursuing in good faith (or shall have sought or requested (and not have been denied) relief from or modification of the Standstill Period, provided that if an Event of Default has occurred automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account pursuit thereof), (2) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Any Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (yii) set forth in Section 2.c(3), after the expiration of the Standstill Period, upon not less than twenty days’ prior notice so long as neither the First Lien Agent nor the other First Lien Secured Parties have commenced any action to enforce their Lien on any material portion of the Senior AgentCollateral, which notice may be given during in the Standstill Period, event that and for so long as the Second Lien Secured Parties (3or the Second Lien Agent on their behalf) Exercise Any Secured Creditor Remedies or exercise have commenced any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies actions to enforce their Lien with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured all or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds material portion of the Collateral or seek to obtain payment directly from any account debtor of any Obligorthe extent permitted hereunder and are diligently pursuing in good faith such actions, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise neither the First Lien Secured Parties nor the First Lien Agent shall take any action whatsoever, directly or indirectly of a similar nature with respect to collect any amounts on such Collateral without the Subordinated Obligations from anyprior written consent of the Second Lien Agent; provided that all other provisions of this Agreement (including the turnover provisions of Section 3.6) are complied with.

Remedies Standstill. Until At any time after the Discharge of Senior Indebtedness shall have occurred, without the prior written consent of the Senior Agent, neither the Subordinated Agent nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due occurrence and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if continuation of an Event of Default has occurred and is continuingunder any of the Loan Documents, Subordinated the Agent may charge default interest provided in send a Standstill Notice to the Subordinated Loan Documents (but not receive payments Trustee. The Trustee, on account thereof)behalf of itself and the Noteholders, (2) commenceagrees that from and after the date of the Trustee's receipt of any Standstill Notice, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor none of the Trustee or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies or Noteholder will exercise any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against in respect of the collection on, set off against, marshalling of, or foreclosure on the Collateral or any other right relating to any Collateral (including the exercise of any voting rights relating to any Capital Stock constituting Collateral) under the Indenture Loan Documents, applicable law or otherwise as a secured creditor and will not take or receive any Collateral in connection with the exercise of any such right or remedy (including recoupment or set-off), whether under the Indenture Loan Documents, applicable law, in an Insolvency Proceeding or otherwise until the earliest to occur of (a) the Agent, for and on behalf of itself and the Lenders, has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of the Loan Agreement Secured Obligations shall have occurred, (b) 180 days shall have elapsed from the date of the Trustee's receipt of such Standstill Notice, and (yc) may not Exercise Any Secured Creditor Remedies following 190 days shall have elapsed from the commencement date of the Agent's receipt of a Default Notice, except, in the case of clauses (b) or (c), with respect to any Insolvency Proceeding Collateral which the Agent is pursuing its rights or remedies as a secured creditor to effect the collection, foreclosure, sale, or other than as permitted by this Subordination Agreementrealization upon or disposition of such collateral; provided, (4) possess any assets of any Obligor, send any notice that in no event shall the Trustee be entitled to exercise its rights or otherwise receive or accept any proceeds remedies in respect of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on under the Subordinated Obligations from anyIndenture Loan Documents until the date that is 10 days after the date when Agent has

Remedies Standstill. Until (a) The [Cash Flow] Agent, on behalf of itself and the [Cash Flow] Secured Parties, agrees that, until the Discharge of Senior Indebtedness shall have occurred, without the prior written consent of the Senior AgentABL Obligations, neither the Subordinated [Cash Flow] Agent (including in its capacity as [Cash Flow] Collateral Representative, as applicable) nor any Subordinated Lender shall at any time, (1) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the Subordinated Obligations (it being understood, for the avoidance of doubt, that this clause (1) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) commence, prosecute[Cash Flow] Secured Party will, or participate in any lawsuitwill seek to, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor or any Obligor’s assets, in each case, for the purpose of effecting an Exercise of Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (y) set forth in Section 2.c(3), after expiration of the Standstill Period, upon not less than twenty days’ prior notice to the Senior Agent, which notice may be given during the Standstill Period, (3) Exercise Any Secured Creditor Remedies (or exercise institute or join in any other enforcement rights action or remedies as against proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any Obligor’s assetsof the ABL Priority Collateral without the written consent of the ABL Agent and will not knowingly take, provided receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the Subordinated temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the [Cash Flow] Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Representative. Subject to Sections 2.3(b) and 2.3(g), from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the [Cash Flow] Agent or any [Cash Flow] Secured Party may Exercise Any Secured Creditor Remedies under the [Cash Flow] Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to an Event of Default (as defined in any Collateral by the Subordinated Credit Agreement) which has occurred and [Cash Flow] Agent or any [Cash Flow] Secured Party is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice all times subject to the Senior Agent provisions of the intent to exercise such remediesthis Agreement, which notice may be given during the Standstill Period, provided further however that, notwithstanding including Section 4.1. Notwithstanding anything to the contrary contained herein, the Subordinated [Cash Flow] Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from any[Cash Flow] Secured Party may:

Remedies Standstill. Until (a) The Junior Lien Agent, on behalf of itself and the Junior Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Senior Indebtedness Lien Obligations shall have occurred, neither the Junior Lien Agent nor any Junior Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the prior written consent of the Senior Lien Agent, neither and will not take, receive or accept any Proceeds of Collateral; provided, however, that the Subordinated Junior Lien Agent nor may Exercise Any Secured Creditor Remedies after a period of 120 days (which period shall be tolled during any Subordinated Lender shall at period in which the Senior Lien Agent is not entitled, on behalf of the Senior Lien Secured Parties, to Exercise any time, Secured Creditor Remedies as a result of (1A) accelerate, demand any injunction issued by a court of competent jurisdiction or otherwise make due and payable prior (B) the automatic stay or any other stay or prohibition in any Insolvency Proceeding) has elapsed since the date on which the Junior Lien Agent has delivered to the original due date thereof any portion Senior Lien Agent written notice of the Subordinated Obligations acceleration of the Indebtedness outstanding under the Junior Lien Documents (it being understoodthe “Standstill Period”); provided further, for the avoidance of doubthowever, that this clause (1i) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under notwithstanding the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice or anything herein to the Senior Agentcontrary, which notice may be given during in no event shall the Standstill PeriodJunior Lien Agent or any other Junior Lien Secured Party Exercise Any Secured Creditor Remedies, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) or commence, prosecutejoin with any person in commencing, or participate petition for or vote in favor of any lawsuitresolution for, actionany Exercise of Any Secured Creditor Remedies, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor if the Senior Lien Agent or any Obligor’s assetsother Senior Lien Secured Party shall have commenced, and shall be diligently pursuing in each case, for good faith the purpose of effecting an Exercise of Any Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (yii) set forth in Section 2.c(3), after the expiration of the Standstill Period, upon not less than twenty days’ prior notice to so long as neither the Senior AgentLien Agent nor the other Senior Lien Secured Parties have commenced any action to enforce their Lien on any material portion of the Collateral, which notice may be given during in the Standstill Period, event that and for so long as the Junior Lien Secured Parties (3or the Junior Lien Agent on their behalf) Exercise Any Secured Creditor Remedies or exercise have commenced any other enforcement rights or remedies as against any Obligor’s assets, provided that the Subordinated Agent may Exercise any Secured Creditor Remedies actions to enforce their Lien with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (so long as such Event of Default has not been cured all or waived) and (ii) the Senior Agent has received written notice from the Subordinated Agent of such Event of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice to the Senior Agent of the intent to exercise such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the contrary herein, the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, and (y) may not Exercise Any Secured Creditor Remedies following the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds material portion of the Collateral or seek to obtain payment directly from any account debtor of any Obligorthe extent permitted hereunder and are diligently pursuing in good faith such actions, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise neither the Senior Lien Secured Parties nor the Senior Lien Agent shall take any action whatsoever, directly or indirectly of a similar nature with respect to collect any amounts on such Collateral without the Subordinated Obligations from anyprior written consent of the Junior Lien Agent; provided that all other provisions of this Agreement (including the turnover provisions of Section 3.6) are complied with.

Remedies Standstill. Until The Junior Lien Agent, on behalf of itself and the Junior Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Senior Indebtedness Lien Obligations shall have occurred, neither the Junior Lien Agent nor any Junior Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the prior written consent of the Senior Lien Agent, neither and will not take, receive or accept any Proceeds of Collateral; provided, however, that the Subordinated Junior Lien Agent nor may Exercise Any Secured Creditor Remedies after a period of 120 days (which period shall be tolled during any Subordinated Lender shall at period in which the Senior Lien Agent is not entitled, on behalf of the Senior Lien Secured Parties, to Exercise any time, Secured Creditor Remedies as a result of (1A) accelerate, demand any injunction issued by a court of competent jurisdiction or otherwise make due and payable prior (B) the automatic stay or any other stay or prohibition in any Insolvency Proceeding) has elapsed since the date on which the Junior Lien Agent has delivered to the original due date thereof any portion Senior Lien Agent written notice of the Subordinated Obligations acceleration of the Indebtedness outstanding under the Junior Lien Documents (it being understoodthe “Standstill Period”); provided further, for the avoidance of doubthowever, that this clause (1i) is not intended to limit automatic acceleration upon an actual or deemed entry of an order for relief with respect to any Obligor or its subsidiaries under any Debtor Relief Law that does not require any action under notwithstanding the Subordinated Loan Documents on the part of the Subordinated Agent or the Subordinated Lenders) except after expiration of the Standstill Period (as hereinafter defined) upon not less than twenty days’ prior notice or anything herein to the Senior Agentcontrary, which notice may be given during in no event shall the Standstill PeriodJunior Lien Agent or any other Junior Lien Secured Party Exercise Any Secured Creditor Remedies, provided that if an Event of Default has occurred and is continuing, Subordinated Agent may charge default interest provided in the Subordinated Loan Documents (but not receive payments on account thereof), (2) or commence, prosecutejoin with any person in commencing, or participate petition for or vote in favor of any lawsuitresolution for, actionany Exercise of Any Secured Creditor Remedies, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case) against any Obligor if the Senior Lien Agent or any Obligor’s assetsother Senior Lien Secured Party shall have commenced, and shall be diligently pursuing in each case, for good faith the purpose of effecting an Exercise of Any Secured Creditor Remedies or otherwise in any way relating to or in connection with the Subordinated Loan Documents except, unless, subject to clauses (x) and (yii) set forth in Section 2.c(3), after the expiration of the Standstill Period, upon not less than twenty days’ prior notice so long as neither the Senior Lien Agent nor the other Senior Lien 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 Junior Lien Secured Parties (or the Junior Lien Agent on their behalf) have commenced any actions to enforce their Lien with respect to all or any material portion of the Collateral to the extent permitted hereunder and are diligently pursuing in good faith such actions, neither the Senior Lien Secured Parties nor the Senior Lien Agent shall take any action of a similar nature with respect to such Collateral without the prior written consent of the Junior Lien Agent; provided that all other provisions of this Agreement (including the turnover provisions of Section 3.6) are complied with. The foregoing shall not be construed to prevent the Junior Lien Agent or any Junior Lien Secured Party from (i) filing a claim, which notice may be given during proof of claim, statement of interest or any similar form with respect to the Standstill PeriodJunior Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Credit Party, (3ii) taking any action (not adverse to the priority status of the Liens of the Senior Lien Agent or the other Senior Lien Secured Parties on the Collateral or the rights of the Senior Lien Agent or any of the Senior Lien Secured Parties to Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or exercise protect (but not enforce) its Lien on any Collateral, (iii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other enforcement pleading or action filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of the Junior Lien Agent or any Junior Lien Secured Party, (iv) exercising rights or and remedies as against any Obligor’s assetsunsecured creditors, as provided that in Section 2.9, (v) inspecting or appraising the Subordinated Agent may Exercise any Secured Creditor Remedies Collateral or receiving reports with respect to an Event of Default (as defined in the Subordinated Credit Agreement) which has occurred and is continuing (a) after the passage of at least 180 consecutive days has elapsed since the earlier of (i) the date on which the Senior Agent has received written notice from the Borrower of such Event of Default (Collateral so long as such Event actions do not interfere in any material respect with the rights of Default has not been cured or waived) the Senior Lien Secured Parties hereunder and (iivi) subject to Section 2.2 and clause (i) of the Senior Agent has received written notice from the Subordinated Agent second proviso of such Event of Default (so long as such Event of Default has not been cured or waivedSection 2.3(a) (such periodand subject, the “Standstill Period”) and (b) upon not less than twenty days’ prior notice generally, to the Senior Agent Lien Priority provisions and application of proceeds provisions set forth herein), enforcing any of its rights and exercising any of its remedies with respect to the intent to exercise such remedies, which notice may be given during Collateral after termination of the Standstill Period. Except for the actions set forth in clauses (i) through (vi) of this Section 2.3(b), provided further however thatunless and until the Discharge of the Senior Lien Obligations, notwithstanding anything the sole right of the Junior Lien Agent and the other Junior Lien Secured Parties with respect to the contrary herein, Collateral shall be to receive the Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies if the Senior Agent is not then diligently pursuing the exercise Proceeds of any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or remedies against the Collateral, if any, remaining after Discharge of Senior Lien Obligations has occurred and (y) may not Exercise Any Secured Creditor Remedies following in accordance with the commencement of any Insolvency Proceeding other than as permitted by this Subordination Agreement, (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from any account debtor of any Obligor, sue for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly to collect any amounts on the Subordinated Obligations from anyJunior Lien Documents and applicable law.