Common use of Remedies Standstill Clause in Contracts

Remedies Standstill. (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 ABL Obligations shall have occurred, each Term Agent shall not nor shall any Term Secured Party represented by it 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 under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral in the event (x) the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay 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 (x) the 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 Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement, including the provisions of Section 4.1.

Remedies Standstill. (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 Until the Discharge of ABL Obligations 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 Term Agent shall 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 nor shall any Term Secured Party represented by it 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 under in the applicable Term Documents for Subordinated Credit Agreement) which it is acting as a Term Agent) has occurred and is continuing thereunder, (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 Term Obligations under such Term Documents for which it is acting as a Term Senior Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with has received written notice from the terms Subordinated Agent of such Term DocumentsEvent of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (iiib) upon not less than twenty days’ prior notice to the Designated Term Senior Agent intends of the intent to exercise its rights such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the Exercise of Secured Creditor Remedies; providedcontrary herein, further, that the Term Agents shall not be entitled to Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral in if the event (x) the ABL Senior Agent or any ABL Secured Parties are is not then diligently pursuing their rights and remedies with respect to all or a material portion the exercise of the ABL Priority Collateral any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or prohibition remedies 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 (x) the date upon which the Discharge of ABL Obligations shall have occurred Collateral, 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 under following the Term Documents or applicable law commencement of any Insolvency Proceeding other than as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral permitted by any Term Agent or the Term Secured Parties is at all times subject to the provisions of this Subordination Agreement, including (4) possess any assets of any Obligor, send any notice to or otherwise receive or accept any proceeds of the provisions Collateral or seek to obtain payment directly from any account debtor of Section 4.1.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. (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 ABL Obligations shall have occurred, each no Term Agent shall not nor shall any Term Secured Party represented by it will 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 under the applicable Term Documents for which it is acting as a Term AgentDocuments) has occurred and is continuing thereunder, (ii) the Term Obligations under such the Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral in the event (x) the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay 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 (x) the 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 Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement, including the provisions of Section 4.1.

Remedies Standstill. (a) Each The Term Agent, on behalf of itself and the applicable Term Secured PartiesLenders, agrees that, from the date hereof until the earlier of (i) the Term Enforcement Date, or (ii) the date upon which the Discharge of ABL Obligations shall have occurred, each neither the Term Agent shall not nor shall any Term Secured Party represented by it Lender will Exercise Any Secured Creditor Remedies with respect to any of 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; provided, however, it being understood and agreed 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 temporary deposit of which is otherwise prohibited by this Agreement including Article 6 hereof) after a period (the “Term Standstill Period”) Proceeds 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 under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral in a Deposit Account controlled by the event (x) Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay 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 ProceedingAgent. From and after the date that is the earlier of (x) the date upon which the Discharge of ABL Obligations shall have occurred and (y) or prior thereto upon the date occurrence of the Term Standstill Period shall have expired (subject to the second proviso in the preceding sentenceEnforcement Date), any the Term Agent or any Term Secured Party Lender may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any the Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement, including Section 4.1 hereof, and further provided that the provisions Term Agent shall not Exercise Any Secured Parties’ remedies against the ABL Priority Collateral after the Term Enforcement Date and prior to Discharge of Section 4.1ABL 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, or (C) if the Event of Default under the Term Credit Agreement is waived in accordance with the terms of the Term Credit Agreement.

Remedies Standstill. (a) Each Term The Junior Lien Agent, on behalf of itself and the applicable Term Junior Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Senior Lien Obligations shall have occurred, each Term neither the Junior Lien Agent shall not nor shall any Term Junior Lien Secured Party represented by it will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the prior written consent of the Senior Lien Agent, and will not take, receive or accept any Proceeds of Collateral; provided, however, that the Designated Term Junior Lien 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 of 120 days has elapsed since the date on which the Junior Lien Agent has delivered to the Senior Lien Agent written notice of the acceleration of the Indebtedness outstanding under the Junior Lien Documents (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 ); provided further, however, that (i) an Event notwithstanding the expiration of Default (as defined under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof Standstill Period or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights anything herein to the Exercise of contrary, in no event shall the Junior Lien Agent or any other Junior Lien Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to 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 Lien Agent or any other Senior Lien Secured Party shall have commenced, and shall be diligently pursuing in good faith (or shall have sought or requested (and not have been denied) relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), the Exercise of Any Secured Creditor Remedies with respect and (ii) after the expiration of the Standstill Period, 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 ABL Priority Collateral material portion of the Collateral, in the event (x) that and for so long as the ABL Agent or any ABL Junior Lien Secured Parties are then diligently pursuing (or the Junior Lien Agent on their rights and remedies behalf) have commenced any actions to enforce their Lien with respect to all or a any material portion of the ABL Priority Collateral or to the extent permitted hereunder and are diligently attempting to vacate pursuing in good faith such actions, neither the Senior Lien Secured Parties nor the Senior Lien Agent shall take any stay or prohibition against such exercise or (y) action of a Loan Party is then a debtor under or similar nature with respect to (or otherwise subject to) any Insolvency Proceeding. From and after such Collateral without the date prior written consent of the Junior Lien Agent; provided that is the earlier of (x) the 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 Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the other provisions of this Agreement, Agreement (including the turnover provisions of Section 4.13.6) are complied with.

Remedies Standstill. (a) Each The Term Agent, on behalf of itself and the applicable Term Secured Parties, agrees that, from the date hereof until the earlier of (i) the Term Enforcement Date, or (ii) the date upon which the Discharge of ABL Obligations shall have occurredoccurred (the “Term Standstill Period”), each neither the Term Agent shall not nor shall any Term Secured Party represented by it will Exercise Any Secured Creditor Remedies with respect to any of 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; provided, however, it being understood and agreed 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 temporary deposit of which is otherwise prohibited by this Agreement including Article 6 hereof) after a period (the “Term Standstill Period”) Proceeds 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 under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to Exercise Any Secured Creditor Remedies with respect to any 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 (but in no event (xlater than five Business Days after receipt) remitted to the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay 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 ProceedingAgent. From and after the date that is the earlier of (x) the date upon which the Discharge of ABL Obligations shall have occurred and (y) or prior thereto upon the date occurrence of the Term Standstill Period shall have expired (subject to the second proviso in the preceding sentenceEnforcement Date), any the Term Agent or any Term Secured Party may Exercise Any Secured Creditor Remedies under the 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 ABL Priority Collateral by any the Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement, Agreement (including the provisions of Section 4.1Article 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, or (C) if the Event of Default under the Term Credit Agreement is waived in accordance with the terms of the Term Credit Agreement. The Term Standstill Period shall be tolled for any period that the ABL Agent or the ABL Secured Parties are stayed or otherwise prohibited by law or court order from exercising remedies with respect to the ABL Priority Collateral.

Remedies Standstill. (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 Until the Discharge of ABL Obligations 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 Term Agent shall 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 nor shall any Term Secured Party represented by it 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 Credit 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 under in the applicable Term Documents for Subordinated Credit Agreement) which it is acting as a Term Agent) has occurred and is continuing thereunder, (a) after the passage of at least 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 Term Obligations under such Term Documents for which it is acting as a Term Senior Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with has received written notice from the terms Subordinated Agent of such Term DocumentsEvent of Default (so long as such Event of Default has not been cured or waived) (such period, the “Standstill Period”) and (iiib) upon not less than twenty days’ prior notice to the Designated Term Senior Agent intends of the intent to exercise its rights such remedies, which notice may be given during the Standstill Period, provided further however that, notwithstanding anything to the Exercise of Secured Creditor Remedies; providedcontrary herein, further, that the Term Agents shall not be entitled to Subordinated Agent (x) may only Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral in if the event (x) the ABL Senior Agent or any ABL Secured Parties are is not then diligently pursuing their rights and remedies with respect to all or a material portion the exercise of the ABL Priority Collateral any Secured Creditor Remedies, or diligently attempting to vacate any stay on enforcement of its rights or prohibition remedies 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 (x) the 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 Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement, including the provisions of Section 4.1.the

Remedies Standstill. (a) Each The 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 ABL Obligations shall have occurred, each neither the Term Agent shall not nor shall any Term Secured Party represented by it will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral; provided, howeverand will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed 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 temporary deposit of which is otherwise prohibited by this Agreement including Article 6 hereof) after a period (the “Term Standstill Period”) Proceeds 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 under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral in a Deposit Account controlled by such Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after the event (xTerm Agent’s actual knowledge of its receipt thereof) remitted to the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay 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 ProceedingAgent. From and after the date that is the earlier of (x) the date upon which the Discharge of ABL Obligations shall have occurred and (y) occurred, 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 Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any the Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement. (b) The ABL Agent, including on behalf of itself and the ABL Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Term Obligations shall have occurred, neither the ABL Agent nor any ABL Secured Party will Exercise Any Secured Creditor Remedies with respect to the Term Priority Collateral, and will not take, receive or accept any Proceeds of the Term Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Term Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after the ABL Agent’s actual knowledge of its receipt thereof) remitted to the Term Agent. From and after the date upon which the Discharge of Term Obligations shall have occurred, the ABL Agent or any ABL Secured Party may Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as to any Term Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or the ABL Secured Parties is at all times subject to the provisions of this Agreement. (c)Notwithstanding the provisions of Sections 2.3(a), 2.3(b) or any other provision of this Agreement, nothing contained herein shall be construed to prevent any Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or Term Obligations owed to it in any Insolvency Proceeding commenced by or against any Loan Party, (ii) taking any action (not adverse to the Lien Priority of the Liens of the other Agent or other Secured Parties on the Collateral in which such other Agent or other Secured Party has a priority Lien or the rights of the other Agent or any of the other Secured Parties to Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or 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 pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Loan Parties arising under any Insolvency Proceeding or applicable non-bankruptcy law, (v) voting on any plan of reorganization or filing any proof of claim in any Insolvency Proceeding of any Loan Party, or (vi) objecting to the proposed retention of Collateral by the other Agent or any other Secured Party in full or partial satisfaction of any ABL Obligations or Term Obligations due to such other Agent or Secured Party, in each case (i) through (vi) above to the extent not inconsistent with the terms of this Agreement. 17 Section 4.1.2.4 Exercise of Rights (a)

Remedies Standstill. (a) Each The Term Agent, on behalf of itself and the applicable other Term Secured Parties, agrees that, from the date hereof until the date upon which prior to the Discharge of ABL Obligations shall have occurredObligations, each and regardless of whether any Insolvency Proceeding has been commenced by or against any Credit Party, neither the Term Agent shall not nor shall any other Term Secured Party represented by it will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral; providedCollateral without the prior written consent of the ABL Agent, howeverand will not, through the Exercise of Any Secured Creditor Remedies or otherwise in contravention of this Agreement, take, receive or accept any Proceeds of ABL Priority Collateral (it being understood and agreed that the Designated temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Term Agent or any person authorized by it shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five (5) Business Days after receipt) remitted to the ABL Agent); provided that, the Term Agent may Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral (but not rights without the exercise prior written consent of which is otherwise prohibited by this Agreement including Article 6 hereof) the ABL Agent after a period (the “expiry of any applicable 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 under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; provided, further, that notwithstanding anything in this Section 2.3(a) to the contrary, (A) in no event shall the Term Agents shall not be entitled to Agent or any other Term Secured Party Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral in if, prior to the event expiry of any applicable Term Standstill Period (xand notwithstanding the expiration thereof), either (1) the ABL Agent or an agent acting on its behalf (or any ABL Secured Parties are then Party acting with the consent of the ABL Agent) shall have commenced and be diligently pursuing their rights and remedies an Exercise Any Secured Creditor Remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay or prohibition against such exercise or (y) a Loan Party is then a debtor under or with respect to (or otherwise subject to2) any Insolvency Proceeding. From and after ABL Credit Party shall have commenced (with the date that is consent of the earlier of (xABL Agent) the date upon which liquidation and sale of all or a material portion of the Discharge of ABL Obligations shall have occurred Priority Collateral, and (yB) the date the applicable Term Standstill Period shall have expired be tolled for any period that the ABL Agent or other ABL Secured Parties (subject or the ABL Credit Parties with the consent of the ABL Agent) are stayed or otherwise prohibited by law or court order from taking any of the actions described in the foregoing clauses (A)(1) or (A)(2), as applicable, with respect to the second proviso in the preceding sentence), any Term Agent or any Term Secured Party may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided. In all events, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any the Term Agent or the other Term Secured Parties is shall at all times be subject to the provisions of this Agreement, including the provisions of Section 4.1.

Remedies Standstill. (a) Each Term 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 itself, the Trustee, and the applicable Term Secured PartiesNoteholders, agrees that, that from and after the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, each Term Agent shall not nor shall any Term Secured Party represented by it Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral; providedCollateral Agent’s receipt of any Standstill Notice, howevernone of the Collateral Agent, that the Designated Term Agent Trustee or any person authorized by it Noteholder may Exercise Any Secured Creditor Remedies with respect to any ABL (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 First Priority Collateral Credit Agreement Secured Obligations shall have occurred, or (but not rights the exercise of which is otherwise prohibited by this Agreement including Article 6 hereofb) after a period (the “Term Standstill Period”) of 180 consecutive 120 days has shall have elapsed from the date of delivery the Collateral Agent’s receipt of written notice from such Standstill Notice. From and after the Designated Term Agent earlier to the ABL Agent stating that occur of (i) an Event the Collateral Agent’s receipt of Default (as defined under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereundersuch waiver or cure notice, or (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms elapsing of such Term Documents120th day period, and (iii) any of the Designated Term Agent intends to exercise its rights to Collateral Agent, the Exercise of Secured Creditor Remedies; providedTrustee, further, that the Term Agents shall not be entitled or any Noteholder may commence to Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral in the event (x) the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay 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 (x) the 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 Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement, including the provisions immediately succeeding sentence, Section 4.02 hereof and except with respect to any such Collateral as to which the Senior Agent is diligently effecting the 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 any other agreement similar hereto that may be delivered pursuant to Section 4.17.17 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 Secured Creditor Remedies under this section is referred to herein as the “Standstill Period”.

Remedies Standstill. (a) Each Term The [Cash Flow] Agent, on behalf of itself and the applicable Term [Cash Flow] Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurredObligations, each Term neither the [Cash Flow] Agent shall not (including in its capacity as [Cash Flow] Collateral Representative, as applicable) nor shall any Term [Cash Flow] Secured Party represented by it will, or will 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 any of the ABL Priority Collateral; provided, however, that Collateral without 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 written consent 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 and will not knowingly take, receive or accept any Proceeds of Default (as defined under the applicable Term Documents for which ABL Priority Collateral, it is acting as a Term Agent) has occurred being understood and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; provided, further, agreed that the Term Agents shall not be entitled to Exercise Any Secured Creditor Remedies with respect to any temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the event (x) [Cash Flow] Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights Collateral Representative. Subject to Sections 2.3(b) and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay 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 2.3(g), from and after the date that is the earlier of (x) the date upon which the Discharge of ABL Obligations shall have occurred and (y) or prior thereto upon obtaining the date written consent of the Term Standstill Period shall have expired (subject to the second proviso in the preceding sentenceABL Agent), any Term the [Cash Flow] Agent or any Term [Cash Flow] Secured Party may Exercise Any Secured Creditor Remedies under the Term [Cash Flow] Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term the [Cash Flow] Agent or the Term any [Cash Flow] Secured Parties Party is at all times subject to the provisions of this Agreement, including the provisions of Section 4.1.. Notwithstanding anything to the contrary contained herein, the [Cash Flow] Agent or any [Cash Flow] Secured Party may:

Remedies Standstill. (a) Each Term The [Cash Flow] Agent, on behalf of itself and the applicable Term [Cash Flow] Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurredObligations, each Term neither the [Cash Flow] Agent shall not (including in its capacity as [Cash Flow] Collateral Representative, as applicable) nor shall any Term [Cash Flow] Secured Party represented by it will, or will 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 any of the ABL Priority Collateral; provided, however, that Collateral without 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 written consent 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 and will not knowingly take, receive or accept any Proceeds of Default (as defined under the applicable Term Documents for which ABL Priority Collateral, it is acting as a Term Agent) has occurred being understood and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; provided, further, agreed that the Term Agents shall not be entitled to Exercise Any Secured Creditor Remedies with respect to any temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the event (x) [Cash Flow] Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights Collateral Representative. Subject to Sections 2.3(13) and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay 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 23(e), from and after the date that is the earlier of (x) the date upon which the Discharge of ABL Obligations shall have occurred and (y) or prior thereto upon obtaining the date written consent of the Term Standstill Period shall have expired (subject to the second proviso in the preceding sentenceABL Agent), any Term the [Cash Flow] Agent or any Term [Cash Flow] Secured Party may Exercise Any Secured Creditor Remedies under the Term [Cash Flow] Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term the [Cash Flow] Agent or the Term any [Cash Flow] Secured Parties Party is at all times subject to the provisions of this Agreement, including the provisions of Section 4.1.. Notwithstanding anything to the contrary contained herein, the [Cash Flow] Agent or any [Cash Flow] Secured Party may:

Remedies Standstill. (a) Each Term The Junior Lien Agent, on behalf of itself and the applicable Term Junior Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Senior Lien Obligations shall have occurred, each Term neither the Junior Lien Agent shall not nor shall any Term Junior Lien Secured Party represented by it will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the prior written consent of the Senior Lien Agent, and will not take, receive or accept any Proceeds of Collateral; provided, however, that the Designated Term Junior Lien 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 of 120 days (which period shall be tolled during any period in which the Senior Lien Agent is not entitled, on behalf of the Senior Lien Secured Parties, to Exercise any Secured Creditor Remedies as a result of (A) any injunction issued by a court of competent jurisdiction or (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 Senior Lien Agent written notice of the acceleration of the Indebtedness outstanding under the Junior Lien Documents (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 ); provided further, however, that (i) an Event notwithstanding the expiration of Default the Standstill Period 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 Lien Agent or any other Senior Lien Secured Party shall have commenced, and shall be diligently pursuing in good faith the Exercise of Any Secured Creditor Remedies and (ii) after the expiration of the Standstill Period, so long as defined under neither the applicable Term Documents 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 which 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, proof of claim, statement of interest or any similar form with respect to the Junior Lien Obligations owed to it is acting as a Term Agent) has occurred and is continuing thereunderin any Insolvency Proceeding commenced by or against any Credit Party, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full taking any action (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights not adverse to the Exercise priority status of the Liens of the Senior Lien Agent or the other Senior Lien Secured Creditor Remedies; provided, further, that Parties on the Term Agents shall not be entitled 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 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 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 and remedies as unsecured creditors, as provided in Section 2.9, (v) inspecting or appraising the Collateral or receiving reports with respect to the Collateral so long as such actions do not interfere in any ABL Priority Collateral in material respect with the event (x) rights of the ABL Agent or any ABL Senior Lien Secured Parties are then diligently pursuing their hereunder and (vi) subject to Section 2.2 and clause (i) of the second proviso of Section 2.3(a) (and subject, generally, to the 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 all or a material portion the Collateral after termination of the ABL Priority Collateral or diligently attempting to vacate any stay or prohibition against such exercise or Standstill Period. Except for the actions set forth in clauses (yi) a Loan Party is then a debtor under or through (vi) of this Section 2.3(b), unless and until the Discharge of the Senior Lien Obligations, the sole right of the Junior Lien Agent and the other Junior Lien Secured Parties with respect to (or otherwise subject to) any Insolvency Proceeding. From and the Collateral shall be to receive the Proceeds of the Collateral, if any, remaining after the date that is the earlier of (x) the date upon which the Discharge of ABL Senior Lien Obligations shall have has occurred and (y) in accordance with 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 Exercise Any Secured Creditor Remedies under the Term Junior Lien Documents or and applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement, including the provisions of Section 4.1law.

Remedies Standstill. (a) Each Term Junior Priority Agent, for and on behalf of itself and the applicable Term Junior Priority Secured PartiesParties represented thereby, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurredSenior Priority Obligations, each Term such Junior Priority Agent shall and such Junior Priority Secured Parties: will not, and will not nor shall any Term Secured Party represented by it seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to any the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of the ABL Senior Priority CollateralRepresentative; provided, however, provided that the Designated Term any Junior Priority Agent or any person authorized by it may Exercise Any Secured Creditor Remedies with respect to (other than any ABL Priority Collateral (but not rights remedies the exercise of which is otherwise prohibited by this Agreement Agreement, including Article 6 hereofVI) after a period (the “Term Standstill Period”) of 180 [150] consecutive days has elapsed from the date of delivery of written notice from the Designated Term by such Junior Priority Agent to the ABL each Senior Priority Agent stating that (i) an Event of Default (as defined under the applicable Term Documents for which it is acting as a Term AgentJunior Priority Credit Agreement) has occurred and is continuing thereunder, (ii) thereunder and that the Term Junior Priority Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise stating its rights to the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled intention to Exercise Any Secured Creditor Remedies (the “Junior Standstill Period”), and then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as (1) no Event of Default relating to the 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 ABL other stay in any Insolvency Proceeding) and, in each case, such Junior Priority Collateral in the event (x) the ABL Agent has notice thereof; will not contest, protest or object to any foreclosure proceeding or action brought by any Senior Priority Agent or any ABL Secured Parties are then diligently pursuing their Senior Priority Creditor or any other exercise by any Senior Priority Agent or any Senior Priority Creditor of any rights and remedies with respect relating to all the Collateral under the Senior Priority Documents or a material portion 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 exercise of any rights or remedies relating to the Collateral; or will not knowingly take, receive or accept any Proceeds of the ABL Collateral, it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by the Junior Priority Collateral or diligently attempting Representative shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to vacate any stay 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 Proceedingthe Senior Priority Representative. From and after the date that is the earlier of (x) the date upon which the Discharge of ABL Senior Priority Obligations shall have occurred and (y) or prior thereto upon obtaining the date the Term Standstill Period shall have expired (subject to the second proviso in the preceding sentencewritten consent of each Senior Priority Agent), any Term Junior Priority Agent or and any Term Secured Party Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Term Junior Priority Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Junior Priority Agent or the Term Secured Parties 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 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 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 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 Lien held by such Secured Party.

Remedies Standstill. (a) Each Term The Junior Lien Agent, on behalf of itself and the applicable Term Junior Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Senior Lien Obligations shall have occurred, each Term neither the Junior Lien Agent shall not nor shall any Term Junior Lien Secured Party represented by it will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the prior written consent of the Senior Lien Agent, and will not take, receive or accept any Proceeds of Collateral; provided, however, that the Designated Term Junior Lien 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 of 120 days (which period shall be tolled during any period in which the Senior Lien Agent is not entitled, on behalf of the Senior Lien Secured Parties, to Exercise any Secured Creditor Remedies as a result of (A) any injunction issued by a court of competent jurisdiction or (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 Senior Lien Agent written notice of the acceleration of the Indebtedness outstanding under the Junior Lien Documents (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 ); provided further, however, that (i) an Event notwithstanding the expiration of Default (as defined under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof Standstill Period or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights anything herein to the Exercise of contrary, in no event shall the Junior Lien Agent or any other Junior Lien Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to 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 Lien Agent or any other Senior Lien Secured Party shall have commenced, and shall be diligently pursuing in good faith the Exercise of Any Secured Creditor Remedies with respect and (ii) after the expiration of the Standstill Period, 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 ABL Priority Collateral material portion of the Collateral, in the event (x) that and for so long as the ABL Agent or any ABL Junior Lien Secured Parties are then diligently pursuing (or the Junior Lien Agent on their rights and remedies behalf) have commenced any actions to enforce their Lien with respect to all or a any material portion of the ABL Priority Collateral or to the extent permitted hereunder and are diligently attempting to vacate pursuing in good faith such actions, neither the Senior Lien Secured Parties nor the Senior Lien Agent shall take any stay or prohibition against such exercise or (y) action of a Loan Party is then a debtor under or similar nature with respect to (or otherwise subject to) any Insolvency Proceeding. From and after such Collateral without the date prior written consent of the Junior Lien Agent; provided that is the earlier of (x) the 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 Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the other provisions of this Agreement, Agreement (including the turnover provisions of Section 4.13.6) are complied with.

Remedies Standstill. (a) Each Term Junior Priority Agent, for and on behalf of itself and the applicable Term Secured PartiesJunior Priority Creditors represented thereby, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurredSenior Priority Obligations, each Term such Junior Priority Agent shall and such Junior Priority Creditors: (i) will not, and will not nor shall any Term Secured Party represented by it seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to any the Exercise of Secured Creditor Remedies) with respect to the Collateral without the written consent of the ABL Senior Priority CollateralRepresentative; provided, however, provided that the Designated Term any Junior Priority Agent or any person authorized by it may Exercise Any Secured Creditor Remedies with respect to (other than any ABL Priority Collateral (but not rights Secured Creditor Remedies the exercise of which is otherwise prohibited by this Agreement Agreement, including Article 6 hereofSection 6) 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 by such Junior Priority Agent to the ABL each Senior Priority Agent stating that (i) an Event of Default (as defined under the applicable Term Documents for which it is acting as a Term AgentJunior Priority Credit Facility) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due thereunder and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise stating its rights to the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled intention to Exercise Any Secured Creditor Remedies (the “Standstill Period”), and then such Junior Priority Agent may Exercise Any Secured Creditor Remedies only so long as (1) no Event of Default relating to the 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 any ABL Priority the Collateral in (including seeking relief from the event (x) the ABL Agent automatic stay or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any other stay or prohibition against such exercise or (y) a Loan Party is then a debtor under or with respect to (or otherwise subject to) in any Insolvency Proceeding), and (ii) will not knowingly take, receive or accept any 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 date that is the earlier of (x) the date upon which the Discharge of ABL Senior Priority Obligations shall have occurred and (y) or prior thereto upon obtaining the date the Term Standstill Period shall have expired (subject to the second proviso in the preceding sentencewritten consent of each Senior Priority Agent), any Term Junior Priority Agent or and any Term Secured Party Junior Priority Creditor may Exercise Any Secured Creditor Remedies under the Term Junior Priority Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Junior Priority Agent or the Term Secured Parties any Junior Priority Creditor is at all times subject to the -32- provisions of this Agreement, including the provisions of 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 or applicable non-bankruptcy law, in each case not inconsistent with or prohibited by the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction); and vote on any Plan of Reorganization, file any 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 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 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 applicable law as to any Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect

Remedies Standstill. (a) Each Term AgentThe Shared Collateral Agents, on behalf of itself and the applicable Term Shared Collateral Secured Parties, agrees agree that, from the date hereof until the earlier of (i) the Shared Collateral Enforcement Date, or (ii) the date upon which the Discharge of ABL Obligations shall have occurred, each Term Agent shall not neither the Shared Collateral Agents nor shall any Term Shared Collateral Secured Party represented by it will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral; provided, however, that Collateral without 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 written consent 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 and the Required For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first 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 multiple Assignees. Lenders (as defined under in the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term DocumentsABL Credit Agreement), and (iii) the Designated Term Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; providedwill not take, further, that the Term Agents shall not be entitled to Exercise Any Secured Creditor Remedies with respect to receive or accept any ABL Priority Collateral in the event (x) the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion Proceeds of the ABL Priority Collateral or diligently attempting to vacate any stay 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 ProceedingCollateral. From and after the date that is the earlier of (xi) the Shared Collateral Enforcement Date or (ii) the date upon which the Discharge of ABL Obligations shall have occurred and (y) occurred, the date the Term Standstill Period shall have expired (subject to the second proviso in the preceding sentence), any Term Agent Shared Collateral Agents or any Term Shared Collateral Secured Party may Exercise Any Secured Creditor Remedies under the Term Shared Collateral Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties Shared Collateral Agents is at all times subject to the provisions of this Agreement, including the provisions of Section 4.14.1 hereof.

Remedies Standstill. (a) Each of the First Lien Term Agent, on behalf of itself and the applicable 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, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, each neither such Term Loan/Notes Agent shall not nor shall any First Lien Term Lender or any First Lien Notes Secured Party represented by it or any Future Term Loan/Notes Indebtedness Secured Party will Exercise Any Secured Creditor Remedies with respect to any of 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; provided, however, it being understood and agreed 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 temporary deposit of which is otherwise prohibited by this Agreement including Article 6 hereof) after a period (the “Term Standstill Period”) Proceeds 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 under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral in a Deposit Account controlled by the event (x) Controlling Term Loan/Notes Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay 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 ProceedingAgent. From and after the date that is the earlier of (x) the date upon which the Discharge of ABL Obligations shall have occurred and (y) or prior thereto upon obtaining the date written consent of the Term Standstill Period shall have expired (subject to the second proviso in the preceding sentenceABL Agent), any Term Agent Loan/Notes Agent, any First Lien Term Lender, any First Lien Notes Secured Party, or any Future Term Loan/Notes Indebtedness Secured Party may Exercise Any Secured Creditor Remedies under the applicable Term Loan/Notes Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Loan/Notes Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement and the Term Loan/Notes Intercreditor Agreement, including the provisions of Section 4.14.1 hereof.

Remedies Standstill. (a) Each Term Junior Lien Agent, on behalf of itself and the applicable Term Junior Lien Secured PartiesParties represented by it, agrees that, from the date hereof until the date upon which the Discharge of ABL Senior Lien Obligations shall have occurred, each Term neither any Junior Lien Agent shall not nor shall any Term Junior Lien Secured Party represented by it will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the prior written consent of the Designated Senior Lien Agent, and will not take, receive or accept any Proceeds of Collateral; provided, however, that the Designated Term Junior Lien Agent or any person authorized by it may Exercise Any Secured Creditor Remedies after a period of 180 days (which period shall be tolled during any period in which the Designated Senior Lien Agent is not entitled to Exercise any Secured Creditor Remedies as a result of (A) any injunction issued by a court of competent jurisdiction or (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 Designated Senior Lien Agent written notice of the acceleration of the Indebtedness outstanding under the Junior Lien Documents (the “Standstill Period”); provided further, however, that notwithstanding the expiration of the Standstill Period 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 Lien Agent or any other Senior Lien Secured Party shall have commenced, and shall be diligently pursuing in good faith the Exercise 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, proof of claim, statement of interest or any similar form with respect to the Junior Lien Obligations owed to it in any ABL Priority Collateral (but not rights the exercise of which is otherwise prohibited Insolvency Proceeding commenced 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 under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunderor against any Credit Party, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full taking any action (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights not adverse to the Exercise priority status of the Liens of the Senior Lien Agents or the other Senior Lien Secured Creditor Remedies; provided, further, that Parties on the Term Collateral or the rights of the Senior Lien Agents shall not be entitled or any of the Senior Lien Secured Parties to Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or 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 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 and remedies as unsecured creditors, as provided in Section 2.9, (v) inspecting or appraising the Collateral or receiving reports with respect to the Collateral so long as such actions do not interfere in any ABL Priority Collateral in material respect with the event (x) rights of the ABL Agent or any ABL Senior Lien Secured Parties are then diligently pursuing their hereunder and (vi) subject to Section 2.2 and the second proviso of Section 2.3(a) (and subject, generally, to the 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 all or a material portion the Collateral after termination of the ABL Priority Collateral or diligently attempting to vacate any stay or prohibition against such exercise or Standstill Period. Except for the actions set forth in clauses (yi) a Loan Party is then a debtor under or through (vi) of this Section 2.3(b), unless and until the Discharge of the Senior Lien Obligations, the sole right of the Junior Lien Agent and the other Junior Lien Secured Parties with respect to (or otherwise subject to) any Insolvency Proceeding. From and the Collateral shall be to receive the Proceeds of the Collateral, if any, remaining after the date that is the earlier of (x) the date upon which the Discharge of ABL Senior Lien Obligations shall have has occurred and (y) in accordance with 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 Exercise Any Secured Creditor Remedies under the Term Junior Lien Documents or and applicable law as to any ABL Priority Collateral; provided, however, that any law. Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement, including the provisions of Section 4.1Rights.

Remedies Standstill. (a) Each Term The Junior Lien Agent, on behalf of itself and the applicable Term Junior Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Senior Lien Obligations shall have occurred, each Term neither the Junior Lien Agent shall not nor shall any Term Junior Lien Secured Party represented by it will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the prior written consent of the Senior Lien Agent, and will not take, receive or accept any Proceeds of Collateral; provided, however, that the Designated Term Junior Lien 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 of 120 days (which period shall be tolled during any period in which the Senior Lien Agent is not entitled, on behalf of the Senior Lien Secured Parties, to Exercise any Secured Creditor Remedies as a result of (A) any injunction issued by a court of competent jurisdiction or (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 Senior Lien Agent US-DOCS\79710835.5 Senior Junior Intercreditor Agreement written notice of the acceleration of the Indebtedness outstanding under the Junior Lien Documents (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 ); provided further, however, that (i) an Event notwithstanding the expiration of Default (as defined under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof Standstill Period or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights anything herein to the Exercise of contrary, in no event shall the Junior Lien Agent or any other Junior Lien Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to 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 Lien Agent or any other Senior Lien Secured Party shall have commenced, and shall be diligently pursuing in good faith the Exercise of Any Secured Creditor Remedies with respect and (ii) after the expiration of the Standstill Period, 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 ABL Priority Collateral material portion of the Collateral, in the event (x) that and for so long as the ABL Agent or any ABL Junior Lien Secured Parties are then diligently pursuing (or the Junior Lien Agent on their rights and remedies behalf) have commenced any actions to enforce their Lien with respect to all or a any material portion of the ABL Priority Collateral or to the extent permitted hereunder and are diligently attempting to vacate pursuing in good faith such actions, neither the Senior Lien Secured Parties nor the Senior Lien Agent shall take any stay or prohibition against such exercise or (y) action of a Loan Party is then a debtor under or similar nature with respect to (or otherwise subject to) any Insolvency Proceeding. From and after such Collateral without the date prior written consent of the Junior Lien Agent; provided that is the earlier of (x) the 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 Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the other provisions of this Agreement, Agreement (including the turnover provisions of Section 4.13.6) are complied with.

Remedies Standstill. (ai) Each Term No Junior Lender shall exercise any Remedies in respect of any default or event of default unless such Junior Lender shall have given written notice to the Borrowers, the Junior Agent, on behalf of itself the Senior Agent and the applicable Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, each Term Agent shall not nor shall any Term Secured Party represented by Senior Lenders (1) that it Exercise Any Secured Creditor is presently entitled to exercise Remedies with respect to any 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 ABL Priority Collateral; provided, however, date hereof after expiration of any applicable grace period or (b) acceleration of the Subordinated Debt as a result of the acceleration of the Senior Indebtedness and (2) that the Designated Term Agent or any person authorized by it may Exercise Any Secured Creditor intends to exercise such 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 Remedies Notice”), and a period of at 90 days (the “Standstill Period”) of 180 consecutive days has shall have 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 under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral in the event (x) the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay 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 (x) receipt of such notice by the date upon which the Discharge of ABL Obligations shall have occurred Senior Agent and Senior Lenders or (y) from the date of acceleration of the Term Senior Indebtedness; provided, that the period during which the Junior Lenders shall be prohibited from exercising Remedies shall terminate upon the earliest to occur of (I) the end of the Standstill Period shall have expired Period, or (subject II) any of the following: (A) the filing of any voluntary Proceeding relating to any Credit Party, (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 second proviso in termination of the preceding sentence)Standstill Period, (D) the Payment-in-Full of the Senior Indebtedness, or (E) the final maturity (after giving effect to any Term Agent extensions thereof, but not giving effect to any acceleration thereof) of the Subordinated Debt. Upon the termination of any Standstill Period, then the Junior Lenders may, at their sole election, exercise any and all Remedies (including, without limitation, acceleration of the maturity of the Subordinated Debt) or any Term Secured Party may Exercise Any Secured Creditor Remedies available to them under the Term Junior Loan Documents or applicable law law; provided that the Indefinite Blockage Period or the Limited Blockage Period, as to any ABL Priority Collateralthe case may be, (if not also terminated) shall continue for its applicable period notwithstanding the termination of the Standstill Period; provided, howeverand provided further, that any Exercise payments or other proceeds from such exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral obtained by any Term Agent Junior Lender (other than Junior PIK Payments or Junior Securities) shall in any event be held in trust by it for the Term Secured Parties is at all times subject benefit of the Senior Lenders and promptly paid and delivered to the provisions of this Agreement, including Senior Lenders in the provisions of Section 4.1form received until all Senior Indebtedness is Paid-in-Full.

Remedies Standstill. (a) Each Term 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 itself, the Trustee, and the applicable Term Secured PartiesNoteholders, agrees that, that from and after the date hereof 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 date upon which Senior Agent has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of ABL the Credit Agreement Secured Obligations shall have occurred, each Term Agent or (b) 120 days shall not nor shall any Term Secured Party represented by it 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 have elapsed from the date of delivery the Collateral Agent's receipt of written notice from such Standstill Notice. From and after the Designated Term Agent earlier to the ABL Agent stating that occur of (i) an Event the Collateral Agent's receipt of Default (as defined under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereundersuch waiver or cure notice, or (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms elapsing of such Term Documents120th day period, and (iii) any of the Designated Term Agent intends to exercise its rights to Collateral Agent, the Exercise of Secured Creditor Remedies; providedTrustee, further, that the Term Agents shall not be entitled or any Noteholder may commence to Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral in the event (x) the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay 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 (x) the 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 Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement, including the provisions immediately succeeding sentence, Section 4.02 hereof and except with respect to any such Collateral as to which the Senior Agent is diligently effecting the 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 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 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 4.17.17 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 Secured Creditor Remedies under this section is referred to herein as the "Standstill Period".

Remedies Standstill. (a) Each Term The Cash Flow Agent, on behalf of itself and the applicable Term Secured PartiesCash Flow Lenders, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, each Term neither the Cash Flow Agent shall not nor shall any Term Secured Party represented by it Cash Flow Lender (x) will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority CollateralCollateral without the written consent of the ABL Agent; provided, however, provided that the Designated Term Cash Flow Agent or any person authorized by it may Exercise Any Secured Creditor Remedies with respect to (other than any ABL Priority Collateral (but not rights the exercise Exercise of Secured Creditor Remedies which is otherwise prohibited by this Agreement including Article 6 hereofAgreement, including, without limitation, Section 6) after a period (the “Term Standstill Period”) of 180 consecutive days has elapsed from the date of delivery of written notice from by the Designated Term Cash Flow Agent to the ABL Agent stating that (i) an Event of Default (as defined under the applicable Term Documents for which it is acting as a Term AgentCash Flow Credit Agreement) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due thereunder and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documentsstating its intention to Exercise Any Secured Creditor Remedies, and then only so long as (iii1) no Event of Default relating to the Designated Term Agent intends 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 exercise commence or given notice of its rights intent to commence) the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to Exercise Any 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 event (x) Cash Flow Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay 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 ProceedingAgent. From and after the date that is the earlier of (x) the date upon which the Discharge of ABL Obligations shall have occurred and (y) or prior thereto upon obtaining the date written consent of the Term Standstill Period shall have expired (subject to the second proviso in the preceding sentenceABL Agent), any Term the Cash Flow Agent or any Term Secured Party Cash Flow Lender may Exercise Any Secured Creditor Remedies under the Term Cash Flow Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term the Cash Flow Agent or the Term Secured Parties any Cash Flow Lender is at all times subject to the provisions of this Agreement, including the provisions of Section 4.1.4.1 hereof

Remedies Standstill. (a1) Each Term Agent, on behalf of itself and the applicable Term Secured Parties, agrees that, from the date hereof until the date upon which So long as the Discharge of ABL Obligations 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 occurred, each Term Agent shall not nor shall any Term Secured Party represented by it 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 under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights exclusive right to the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled Remedies and to Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral in the event (x) the ABL Agent or any ABL Secured Parties are then diligently pursuing their otherwise enforce rights and remedies with respect to all the Collateral, in each case, without consultation with or a material the consent of any Existing Secured Party and no Existing Secured Party shall at any time, without the prior written consent of Senior Collateral Agent: (A) accelerate, demand or otherwise make due and payable prior to the original due date thereof any portion of the ABL Priority Collateral Existing Indebtedness; (B) commence, prosecute, or diligently attempting participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise (including any bankruptcy case against the Obligor or the Obligor’s assets); provided that, as more fully set forth in Section 5 hereof, an Existing Secured Party may (1) vote, file a proof of claim (such proof of claim to vacate any stay or prohibition against such exercise or indicate the subordination set forth herein), (y2) a Loan Party is then a debtor under or otherwise act with respect to (or otherwise subject to) the Existing Indebtedness in any Insolvency Proceeding. From and after Proceeding involving the date that is the earlier of Obligor, (x3) the date upon which the Discharge of ABL Obligations shall have occurred correct any mistake or ambiguity in any Existing Document, and (y4) remedy or cure any defect in or lapse of perfection of the date the Term Standstill Period shall have expired (subject Lien of such Existing Secured Party with respect to the second proviso Existing Indebtedness in the preceding sentence), any Term Agent or any Term Secured Party may Collateral; (C) Exercise Any Secured Creditor Remedies under or exercise any rights or remedies as against the Term Documents Obligor’s assets; (D) possess any assets of the Obligor, send any notice to or applicable law otherwise seek to obtain payment directly from any account debtor of the Obligor, sxx for an attachment, an injunction, a keeper, a receiver or any other legal or equitable remedy, exercise any rights of set off or recoupment as against the Obligor, or otherwise take any action whatsoever, directly or indirectly to collect any ABL Priority Collateralamounts on account of the Existing Indebtedness from the Obligor or any of its assets; providedor (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, howeverunless and until the Discharge of the Senior Indebtedness has occurred, that any Exercise the sole right of the Existing Secured Creditor Remedies parties with respect to any ABL Priority the Collateral by any Term Agent or shall be to receive the Term Secured Parties is at all times subject to Proceeds of the provisions of this AgreementCollateral, including if any, in accordance with the provisions of priority set forth in Section 4.17 hereof.

Remedies Standstill. (a) Each Term AgentJunior Priority Representative, on behalf of itself and the applicable Term its Related Secured Parties, agrees that, from the date hereof that until the date upon on which the Discharge of ABL Obligations shall have occurred, each Term Agent shall not (i) neither such Junior Priority Representative nor shall any Term of its Related Secured Party represented by it Parties will (x) Exercise Any Secured Creditor Remedies with respect to any Intercreditor Collateral without the prior written consent of the ABL Priority Collateral Agent, and will not take, receive or accept any Proceeds of Intercreditor Collateral; provided, however(y) contest, that the Designated Term Agent protest or object to (A) any person authorized by it may Exercise Any of Secured Creditor Remedies with respect to any Intercreditor Collateral by the ABL Priority Collateral Agent or any ABL Secured Party in respect of the ABL Obligations, (but not rights 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 prohibited by this Agreement including Article 6 hereofin respect of the Intercreditor Collateral or the ABL Obligations or (z) 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 object to the forbearance by the ABL Agent stating that (i) an Event Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other Exercise of Default (as defined under Secured Creditor Remedies relating to the applicable Term Documents for which it is acting as a Term Agent) has occurred Intercreditor Collateral in respect of ABL Obligations and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term ABL Collateral Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) ABL Secured Parties shall have the Designated Term Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled exclusive right to Exercise Any Secured Creditor Remedies (including, for the avoidance of doubt, setoff and the right to credit bid), direct the time, method and place for exercising such Exercise of Secured Creditor Remedies or 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 ABL consultation with or the consent of any Junior Priority Collateral in the event (x) the ABL Agent Representative or any ABL other Junior Priority Debt Party; provided that, subject to Section 4.1(b) and to any agreements among Junior Priority Representatives and their Related Secured Parties, upon the occurrence of the Junior Priority Enforcement Date, the Designated Junior Priority Representative, acting on behalf of itself and the Junior Priority Debt Parties are then diligently pursuing their rights and remedies with respect to all or a material portion may Exercise Any Secured Creditor Remedies without such prior written consent of the ABL Priority Collateral or diligently attempting to vacate any stay 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 ProceedingAgent. From and after the date that is the earlier of (x) the date upon which the Discharge of ABL Obligations shall have occurred and (y) or prior thereto upon the date occurrence of the Term Standstill Period shall have expired (subject to the second proviso in the preceding sentenceJunior Priority Enforcement Date), any Term Agent Junior Priority Representative or any Term Junior Priority Debt Party may, subject to any agreements among Junior Priority Representatives and their Related Secured Party may Parties, Exercise Any Secured Creditor Remedies under the Term Junior Priority Debt Documents or applicable law as to any ABL Priority Intercreditor Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement, including the provisions of Section 4.1.

Remedies Standstill. (a) Each Term The Second Lien Agent, on behalf of itself and the applicable Term Second Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL First Lien Obligations shall have occurred, each Term neither the Second Lien Agent shall not nor shall any Term Second Lien Secured Party represented by it will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the prior written consent of the First Lien Agent, and will not take, receive or accept any Proceeds of Collateral; provided, however, that the Designated Term Second Lien Agent or any person authorized by it may Exercise Any Secured Creditor Remedies with respect to after a period of 180 days (or, in the case of any Collateral comprising ABL Priority Collateral (but not rights as defined in the exercise Initial First Lien Credit Agreement, 210 days) has elapsed since the date on which the Second Lien Agent has delivered to the First Lien Agent written notice of which is otherwise prohibited by this Agreement including Article 6 hereof) after a period the acceleration of the Indebtedness outstanding under the Second Lien Documents (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 ); provided further, however, that (i) an Event notwithstanding the expiration of Default (as defined under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof Standstill Period or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights anything herein to the Exercise of contrary, in no event shall the Second Lien Agent or any other Second Lien Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to 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 diligently pursuing in good faith (or shall have sought or requested (and not have been denied) relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), the Exercise of Any Secured Creditor Remedies with respect and (ii) after the expiration of the Standstill Period, 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 ABL Priority Collateral material portion of the Collateral, in the event (x) that and for so long as the ABL Agent or any ABL Second Lien Secured Parties are then diligently pursuing (or the Second Lien Agent on their rights and remedies behalf) have commenced any actions to enforce their Lien with respect to all or a any material portion of the ABL Priority Collateral or to the extent permitted hereunder and are diligently attempting to vacate pursuing in good faith such actions, neither the First Lien Secured Parties nor the First Lien Agent shall take any stay or prohibition against such exercise or (y) action of a Loan Party is then a debtor under or similar nature with respect to (or otherwise subject to) any Insolvency Proceeding. From and after such Collateral without the date prior written consent of the Second Lien Agent; provided that is the earlier of (x) the 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 Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the other provisions of this Agreement, Agreement (including the turnover provisions of Section 4.13.6) are complied with.

Remedies Standstill. (a) Each Term 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 itself, the Trustee, and the applicable Term Secured PartiesNoteholders, agrees that, that from and after the date hereof 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 date upon which Senior Agent has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of ABL the Credit Agreement Secured Obligations shall have occurred, each Term Agent or (b) 120 days shall not nor shall any Term Secured Party represented by it 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 have elapsed from the date of delivery the Collateral Agent’s receipt of written notice from such Standstill Notice. From and after the Designated Term Agent earlier to the ABL Agent stating that occur of (i) an Event the Collateral Agent’s receipt of Default (as defined under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereundersuch waiver or cure notice, or (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms elapsing of such Term Documents120th day period, and (iii) any of the Designated Term Agent intends to exercise its rights to Collateral Agent, the Exercise of Secured Creditor Remedies; providedTrustee, further, that the Term Agents shall not be entitled or any Noteholder may commence to Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral in the event (x) the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay 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 (x) the 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 Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement, including the provisions immediately succeeding sentence, Section 4.02 hereof and except with respect to any such Collateral as to which the Senior Agent is diligently effecting the 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 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 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 4.17.17 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 Secured Creditor Remedies under this section is referred to herein as the “Standstill Period”.

Remedies Standstill. (a) Each The Term Agent, on behalf of itself and the applicable Term Secured Credit Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations Term Remedies Exercise Date shall have occurred, each neither the Term Agent shall not nor shall any Term Secured Credit Party represented by it will 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 under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereunder, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Term Documents, and (iii) the Designated Term Agent intends to exercise its rights to the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral in the event (x) the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the ABL Priority Collateral or diligently attempting to vacate any stay 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 expiration of the earlier of (x) the date upon which the Discharge of ABL Obligations shall have occurred and (y) the date the Term Standstill Period shall have expired and upon ten (subject 10) Business Days prior written notice to the second proviso ABL Agent (which notice may be delivered to the ABL Agent during the Standstill Period but in no event more than thirty (30) days prior to the preceding sentenceexpiration thereof), any the Term Agent or any Term Secured Credit Party may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any the Term Agent or the Term Secured Credit Parties is at all times subject to the provisions of this AgreementAgreement (including, including without limitation, the provisions application of proceeds in accordance with Section 4.14.1 hereof). Notwithstanding anything to the contrary set forth herein, until the earlier of the date on which the Discharge of ABL Obligations has occurred and the Term Remedies Exercise Date, the Term Agent will not commence or continue the Exercise of Any Secured Creditor Remedies or seek or continue remedies under the Term Documents on account of the ABL Priority Collateral so long as the ABL Agent is diligently pursuing in good faith the exercise of its enforcement rights and remedies against all or a material portion of the ABL Priority Collateral.

Remedies Standstill. (a) Each Term AgentAt 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 applicable Term Secured PartiesNoteholders, agrees that, that from and after the date hereof 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 date upon which 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 ABL the Loan Agreement Secured Obligations shall have occurred, each Term Agent (b) 180 days shall not nor shall any Term Secured Party represented by it 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 have elapsed from the date of delivery the Trustee’s receipt of written notice such Standstill Notice, and (c) 190 days shall have elapsed from the Designated Term date of the Agent’s receipt of a Default Notice, except, in the case of clauses (b) or (c), with respect to any Collateral which the Agent is pursuing its rights or remedies as a secured creditor to effect the ABL 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 the 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 stating that has received a Default Notice (as defined below). From and after the earlier to occur of (i) an Event the Trustee’s receipt of Default (as defined under the applicable Term Documents for which it is acting as a Term Agent) has occurred and is continuing thereundersuch waiver or cure notice, (ii) the Term Obligations under such Term Documents for which it is acting as a Term Agent are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms elapsing of such Term Documents180-day period after receipt of a Standstill Notice, and (iii) the Designated Term Agent intends 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 to the Exercise of Secured Creditor Remedies; provided, further, that the Term Agents shall not be entitled to Exercise Any Secured Creditor Remedies with respect to any ABL Priority Collateral in the event (x) the ABL Agent or any ABL Secured Parties are then diligently pursuing their rights and remedies with respect to all or as a material portion of secured creditor under the ABL Priority Collateral or diligently attempting to vacate any stay or prohibition against such exercise or (y) a Indenture Loan Party is then a debtor under or with respect to (Documents, applicable law or otherwise subject to) any Insolvency Proceeding. From and after the date that is the earlier of (x) the 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 Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any ABL Priority Collateral by any Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement, including Section 4.02 hereof and except with respect to any such Collateral as to which the Agent is effecting the collection, 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 Section 4.12.03. The Agent may only send four Standstill Notices following the date hereof (it being understood and agreed as clarification to the foregoing that no more than four 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 more than one Standstill 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”. If other than during any Standstill Period an Event of Default has occurred and is continuing under an Indenture Loan Document, and the Trustee intends to immediately exercise its rights or remedies under the Indenture Loan Documents, the Trustee may send written notice thereof (a “Default Notice”) to the Agent.