INTERCREDITOR AGREEMENT

INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT , dated as of November 14, 2008, is entered into among CITICORP USA, INC. (“ Citi ”), as administrative agent for the Senior Lien Lenders under the Senior Lien Credit Agreement (as defined herein) (in such capacity, the “ Senior Lien Administrative Agent ”), OCM TEKNI-PLEX HOLDINGS II, L.P. , as administrative agent for the Junior Lien Lenders under the Junior Lien Credit Agreement (as defined herein) (in such capacity, the “ Junior Lien Administrative Agent ”) and TEKNI-PLEX, INC. , a corporation organized under the laws of the State of Delaware (the “ Company ”).

W I T N E S S E T H :

WHEREAS, pursuant to the Second Amended and Restated Credit Agreement, dated as of the date hereof, (as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any of the Indebtedness, commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “ Senior Lien Credit Agreement ”), among the Company, the Senior Lien Administrative Agent and the Senior Lien Lenders, the Senior Lien Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, pursuant to the Junior Lien Credit Agreement, dated as of the date hereof, (as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any of the Indebtedness, commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “ Junior Lien Credit Agreement ” and together with the Senior Lien Credit Agreement , each a “ Credit Agreement ” and collectively, the “ Credit Agreements ”), among the Company, the Junior Lien Administrative Agent, and the Junior Lien Lenders, the Junior Lien Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

WHEREAS, pursuant to each of the (i) Security Agreement, dated as of June 10, 2005 (as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any of the Indebtedness, commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “ Senior Security Agreement ”), between the Company and the Senior Lien Administrative Agent (as agent on behalf of the Senior Secured Parties) and (ii) Pledge Agreement, dated as of June 10, 2005 (as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any of the Indebtedness, commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “ Senior Pledge Agreement ” and together with the Senior Security Agreement, the “ Senior Collateral Documents ”), between the Company and the Senior Lien Administrative Agent (as agent on behalf of the Senior Secured Parties) the Loan Parties have granted a first-priority security interest in the Collateral to the Senior Lien Administrative Agent for the benefit of the Senior Secured Parties;

WHEREAS, pursuant to each of the (i) Junior Lien Security Agreement, dated as of the date hereof, (as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any of the Indebtedness, commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “ Junior Security Agreement ”), between the Company and the Junior Lien Administrative Agent (as agent on behalf of the Junior Secured Parties) and (ii) Junior Lien Pledge Agreement, dated as of the date hereof, (as such agreement may be amended, restated, supplemented, renewed or otherwise modified from time to time, together with any other agreements pursuant to which any of the Indebtedness, commitments, obligations, costs, expenses, fees, reimbursements, indemnities or other obligations payable or owing thereunder may be refinanced, restructured, renewed, extended, increased, refunded or replaced, the “ Junior Pledge Agreement ” and together with the Junior Security Agreement, the “ Junior Collateral Documents ”) the Loan Parties have granted a security interest in the Collateral to the Junior Lien Administrative Agent for the benefit of the Junior Secured Parties, which security interest shall be junior to the security interest in the Collateral held by the Senior Lien Administrative Agent for the benefit of the Senior Secured Parties;

WHEREAS, it is the intention of the parties that both the Senior Lien Obligations and the Junior Lien Obligations constitute (i) “ABL Facility Obligations” as such term is defined in, and for purposes of, the New Senior Secured Note Indenture, (ii) “Priority Lien Obligations” as such term is defined in, and for purposes of, the Existing Senior Secured Note Indenture and (iii) “Senior Debt” as such term is defined in, and for purposes of, the Existing Subordinated Note Indenture;

WHEREAS, the Senior Lien Administrative Agent acknowledges that (i) the Junior Lien Administrative Agent, the Junior Lien Lenders and their respective controlled affiliates may, from time to time, own securities or hold indebtedness payable by the Loan Parties (collectively, “Other Investments”) unrelated to the Junior Lien Credit Agreement, and (ii) nothing herein shall govern the Junior Lien Administrative Agent’s or the Junior Lien Lenders’ rights in respect of any Other Investment; and

WHEREAS, it is a condition to the effectiveness of each of the Senior Lien Credit Agreement and the Junior Lien Credit Agreement that the parties hereto execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, each Administrative Agent (in such capacity and on behalf of the Secured Parties it represents) and each other party hereto hereby agrees as follows:

(a)        Capitalized terms used herein but not otherwise defined are used as defined in the Senior Lien Credit Agreement on the date hereof, as such definitions may be amended thereafter as permitted by the Loan Documents.

(b)       As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ Adequate Protection ” means “ adequate protection ” under Sections 361, 362, 363 or 364 of the Bankruptcy Code and any similar concept under any other applicable Bankruptcy Law or other Requirement of Law.

“ Administrative Agents ” means each of the Senior Lien Administrative Agent and the Junior Lien Administrative Agent.

“ Applicable Administrative Agent ” means (a) prior to the Discharge of Senior Lien Obligations, the Senior Lien Administrative Agent and (b) thereafter, the Junior Lien Administrative Agent.

“ Bankruptcy Code ” means title 11, United States Code.

“ Bankruptcy Law ” means each of the Bankruptcy Code, any similar federal, state or foreign Requirement of Law for the relief of debtors or any arrangement, reorganization, insolvency, moratorium or assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Loan Party and any similar Requirements of Law relating to or affecting the enforcement of creditors’ rights generally.

“ Collateral ” means, with respect to any Loan Party, any property of such Loan Party subject to a Senior Lien or Junior Lien (in each case, including any judgment lien), including all “ Collateral ” (as defined under each Collateral Document) of such Loan Party, and any proceeds thereof.

“ Collateral Documents ” means each of the Senior Collateral Documents and each of the Junior Collateral Documents.

“ Collateral Enforcement Action ” means, with respect to any Secured Party, for such Secured Party, whether or not in consultation with any other Secured Party, to exercise, seek to exercise, join any Person in exercising or institute or maintain or participate in any action or proceeding with respect to, any rights or remedies with respect to any Collateral, including (a) instituting or maintaining, or joining any Person in instituting or maintaining, any enforcement, contest, protest, attachment, collection, execution, levy or foreclosure action or proceeding with respect to any Collateral, whether under any Loan Document or otherwise, (b) exercising any right of set-off with respect to any Loan Party, (c) exercising any right or remedy under any Deposit Account Control Agreement, Securities Account Control Account Agreement, Landlord Waiver, Bailee’s Letter or similar agreement or arrangement or (d) causing (or, after the occurrence and during the continuance of any Event of Default, consenting to or requesting) any Asset Sale or other disposition of any Collateral.

“ Comparable Junior Security Document ” means, in relation to any Collateral subject to any Lien created under any Senior Security Document, that Junior Security Document that creates a Lien on the same Collateral, granted by the same Loan Party.

“ Default Distribution Period ” means any period prior to the Discharge of Senior Lien Obligations when any notice of default or event of default has been delivered by the Senior Lien Administrative Agent to the Borrower and has not been withdrawn.

“ Discharge of Senior Lien Obligations ” means the payment in full of the Senior Lien Obligations.

“ Insolvency Proceeding ” means each of the following, in each case with respect to any Loan Party or any property or Indebtedness of any Loan Party, (a)(i) any voluntary or involuntary case or proceeding under any Bankruptcy Law or any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, (ii) any case or proceeding seeking receivership, liquidation, reorganization, winding up or other similar case or proceeding, (iii) any case or proceeding seeking arrangement, adjustment, protection, relief or composition of any debt and (iv) any case or proceeding seeking the entry of an order for relief or the appointment of a custodian, receiver, trustee or other similar official, (b) any liquidation, dissolution, reorganization or winding up, whether voluntary or involuntary and whether or not involving any Bankruptcy Law, and (c) any general assignment for the benefit of creditors or any other marshalling of assets and liabilities.

“ Junior Collateral Documents ” has the meaning given such term in the recitals.

“ Junior Lien ” means any Lien securing any Junior Lien Obligation.

“ Junior Lien Lender ” means any “ Lender ”, under and as defined in the Junior Lien Credit Agreement.

“ Junior Lien Obligations ” means the “ Secured Obligations ” (as defined in the Junior Lien Credit Agreement ).

“ Junior Lien Loan Documents ” means the “Loan Documents” as defined in the Junior Lien Credit Agreement (other than this Agreement), together with any certificate, agreement, document or instrument evidencing, modifying or governing any obligation thereunder or any other obligation to any Junior Secured Party, including, without limitation, the Junior Security Documents.

“ Junior Secured Party ” means each “ Secured Party ” as defined in the Junior Lien Credit Agreement and each other holder of Junior Lien Obligations, in each case other than the Junior Lien Administrative Agent.

“ Junior Security Documents ” means the Junior Collateral Documents, the junior lien intellectual property security agreements and each other junior lien security document hereafter delivered to the Junior Lien Administrative Agent granting, modifying or evidencing a Lien securing the Junior Lien Obligations or governing or modifying rights or remedies with respect to any such Lien.

“ Lender ” means each Senior Lien Lender and each Junior Lien Lender.

“ Loan Documents ” means each of the Senior Lien Loan Documents and each of the Junior Loan Documents.

“ Loan Party ” means, collectively, each “ Loan Party ” as defined in each Credit Agreement.

“ Other Investment ” has the meaning given such term in the recitals.

“ paid in full ” or “ payment in full ” means, with respect to any Secured Obligations, the payment in full (other than as part of a Refinancing) in cash of the principal of, accrued (but unpaid) interest and premium, if any, on all such Secured Obligations and, with respect to letters of credit outstanding thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the applicable Loan Documents, in each case, after or concurrently with termination of all commitments thereunder and payment in full in cash of any other such Secured Obligations that are due and payable at or prior to the time such principal and interest are paid.

“ Post-Petition Financing ” means any financing obtained by any Loan Party during any Insolvency Proceeding or otherwise pursuant to any Bankruptcy Law on terms and conditions acceptable to the Senior Lien Administrative Agent, including any such financing obtained by any Loan Party under Section 364 of the Bankruptcy Code or consisting of any arrangement for use of cash collateral held in respect of any Secured Obligation under Section 363 of the Bankruptcy Code, in each case or any similar provision of any Bankruptcy Law.

“ Post-Petition Interest ” means all interest accruing or that would have accrued, whether as a result of the classification of the Junior Lien Obligations and the Senior Lien Obligations as one secured claim with respect to the Collateral (and not separate classes of senior and junior secured claims) or otherwise, after the commencement of any Insolvency Proceeding, irrespective of whether a claim for post-filing or post-petition interest is allowed in any such Insolvency Proceeding.

“ Post-Petition Securities ” means any debt Securities or other Indebtedness received in full or partial satisfaction of any claim as part of any Insolvency Proceeding.

“ Recovery ” has the meaning given such term in Section 3.6 (Reinstatement) hereof.

“ Refinancing ” means, with respect to any Indebtedness, any other Indebtedness (including under any Post-Petition Securities received on account of such Indebtedness) issued as part of a refinancing, extension, renewal, defeasance, amendment, restatement, modification, supplement, restructuring, replacement, exchange, refunding or repayment thereof.

“ Requisite Junior Lenders ” means the “ Requisite Lenders ” under and as defined in the Junior Lien Credit Agreement .

“ Requisite Senior Lenders ” means the “ Requisite Lenders ” under and as defined in the Senior Lien Credit Agreement .

“ Secured Obligation ” means any Senior Lien Obligation and any Junior Lien Obligation.

“ Secured Party ” means each Senior Secured Party and each Junior Secured Party.

“ Senior Collateral Documents ” has the meaning given such term in the recitals.

“ Senior Lien ” means any senior Lien on the property of any Loan Party securing any Senior Lien Obligation, including any such Lien previously released or otherwise terminated but later reinstated, to the extent so reinstated.

“ Senior Lien Lender ” means any “ Lender ” or “ Issuer ”, as defined in the Senior Lien Credit Agreement.

“ Senior Lien Obligations ” means (a) the “ Secured Obligations ” (under and as defined in the Senior Lien Credit Agreement ); (b) all extensions of credit under any Post-Petition Financing; (c) any payment made to any other Person other than a Loan Party to acquire, satisfy or otherwise discharge any claim for the purpose of maintaining, preserving or protecting any Collateral, any Senior Lien or, to the extent such payment is made by any Senior Secured Party, any Junior Lien; and (d) any Post-Petition Interest on any obligation described in any of clauses (a), (b) and (c) above; provided , however , that to the extent any payment with respect to the Senior Lien Obligations (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of set-off or otherwise) is declared to be fraudulent or preferential in any respect, set aside or required to be paid to a debtor in possession, trustee, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as if such payment had not occurred.

“ Senior Lien Outstandings ” means, at any time, the sum of, in each case to the extent outstanding as Senior Lien Obligations (including as part of a Post-Petition Financing or a Refinancing), (a) the aggregate principal amount of all loans (including any Loans) then outstanding and (b) the Letter of Credit Obligations then outstanding.

“ Senior Lien Loan Documents ” means the “Loan Documents” as defined in the Senior Lien Credit Agreement (other than this Agreement), together with any certificate, agreement, document or instrument evidencing, modifying or governing any obligation thereunder or any other obligation to any Senior Secured Party including, without limitation, the Senior Security Documents.

“ Senior Secured Party ” means each “ Secured Party ” under and as defined in the Senior Lien Credit Agreement , each lender, issuer, agent and other secured party under any Post-Petition Financing and each other holder of Senior Lien Obligations, in each case other than the Senior Lien Administrative Agent.

“ Senior Security Documents ” means the Senior Collateral Documents, the Senior Lien intellectual property security agreements and each other Senior Lien security document hereafter delivered to the Senior Lien Administrative Agent granting, modifying or evidencing a Lien securing the Senior Lien Obligations or governing or modifying rights or remedies with respect to any such Lien.

“ Uniform Commercial Code ” or “ UCC ” means the Uniform Commercial Code of the State of New York, as amended.

1.2.       Certain Other Terms . The terms “ herein, ” “ hereof, ” “ hereto ” and “ hereunder ” and similar terms refer to this Agreement as a whole and not to any particular Article, Section, subsection or clause in this Agreement. In the computation of time periods, unless otherwise specified, the word “ from ” means “ from and including ” and each of the words “ to ” and “ until ” means “ to but excluding ” and the word “ through ” means “ to and including ”. The term “ including ” means “ including without limitation ” except when used in the computation of time periods. References herein to an Annex, Schedule, Article, Section, subsection or clause refer to the appropriate Annex or Schedule to, or Article, Section, subsection or clause in this Agreement. References herein to any section or clause in any Loan Document shall include references to any successor section or clause in any successor Loan Document. Where the context requires, provisions relating to any Collateral, when used in relation to any Loan Party, shall refer to such Loan Party’s Collateral or any relevant part thereof. All references to any Loan Party shall include such Loan Party as debtor and debtor-in-possession and any receiver or trustee for such Loan Party in any Insolvency Proceeding. Any reference in this Agreement to any Loan Document shall include all appendices, exhibits and schedules thereto, and, except to the extent expressly provided herein, all effective amendments, restatements, supplements and other modifications thereto, in each case permitted hereunder. References in this Agreement to any statute shall be to such statute as amended or modified and in effect from time to time.

2.1.       Subordination . Notwithstanding the date, manner or order of grant, attachment or perfection of any Senior Lien or Junior Lien and notwithstanding any provision of the UCC or any other applicable Requirement of Law or any Loan Document or any other circumstance whatsoever:

(a)        any Senior Lien on any Collateral, whether now or hereafter existing and regardless of how acquired or created, shall be senior and prior to any Junior Lien on such Collateral and shall remain so, whether or not such Senior Lien is junior or subordinate to any other obligation or any Lien securing any other obligation; and

(b)       any Junior Lien on any Collateral, whether now or hereafter existing and regardless of how acquired or created, whether by grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Senior Liens on such Collateral.

(a)         Contesting Liens and Priorities . No Secured Party or Loan Party shall (and no Junior Secured Party or Loan Party shall direct the Junior Lien Administrative Agent to, and each Junior Secured Party and Loan Party hereby waives, to the fullest extent permitted by applicable Requirements of Law, any right it might have to) raise any objection to or otherwise contest, and no Secured Party or Loan Party shall support any other Person in raising any objection to or otherwise contesting, whether or not as part of any Collateral Enforcement Action or Insolvency Proceeding or in any resulting or related action or proceeding, the priority, validity or enforceability of any Senior Lien, including the priority set forth herein with respect to any Junior Lien, without the consent of the Senior Lien Administrative Agent.

(b)        Marshalling . No Junior Secured Party shall, prior to the Discharge of Senior Lien Obligations, assert, demand, request, plead or otherwise claim the benefit of, any marshalling, appraisal, valuation and any other right that may otherwise be available under applicable Requirement of Law with respect  to any Collateral to a creditor in its capacity as beneficiary of a Junior Lien on such Collateral.

(a)        No Loan Party shall grant, or permit any of its Subsidiaries to grant, any new Junior Lien on any of its property (in each case, other than customary rights of set-off to Junior Secured Parties bound by this Agreement) unless such Loan Party or, as the case may be, such Subsidiary has granted, through documentation in form and substance satisfactory to the Senior Lien Administrative Agent, a Senior Lien on such property in favor of the Senior Lien Administrative Agent for the benefit of the Senior Secured Parties as security for the Senior Lien Obligations.

(b)       No Loan Party shall grant, or permit any of its Subsidiaries to grant, any new Senior Lien on any of its property (in each case, other than customary rights of set-off to Senior Secured Parties bound by this Agreement) unless such Loan Party or, as the case may be, such Subsidiary has granted, through documentation in form and substance satisfactory to the Junior Lien Administrative Agent, a Junior Lien on such property in favor of the Junior Lien Administrative Agent for the benefit of the Junior Secured Parties as security for the Junior Lien Obligations.

(c)        To the extent any Collateral shall be subject to any Junior Lien securing any Junior Lien Obligation for the benefit of any Junior Secured Party and such Collateral is not subject to a Senior Lien securing the Senior Lien Obligations to the same extent (after giving effect to transactions scheduled to occur concurrently with the grant of such Second Lien), then such Junior Secured Party shall, upon demand by and at the option of the Senior Lien Administrative Agent, either (i) release such Junior Lien, (ii) ensure that the Loan Parties grant a Senior Lien on such Collateral in favor of the Senior Lien Administrative Agent for the benefit of the Senior Secured Parties as security for the Senior Lien Obligations or (iii) assign a first priority Senior Lien in such Collateral to the Senior Lien Administrative Agent for the benefit of the Senior Secured Parties as security for the Senior Lien Obligations. Prior to such release, grant or assignment, such Junior Secured Party shall act as sub-agent of the Senior Lien Administrative Agent for the sole purpose of perfecting the Lien on such Collateral, and the Senior Secured Parties shall thereby be deemed to have a first-priority Senior Lien on such Collateral for all purposes.

3.1.       Optional and Scheduled Payments . Except as set forth in Section 3.2 (Insurance and other Net Cash Proceeds) and Section 3.4 (Payment Over) , prior to the Discharge of Senior Lien Obligations, (i) the Senior Secured Parties may receive and retain all payments in respect of any Senior Lien Obligation (including from Collateral) and (ii) the Junior Secured Parties may receive and retain all payments not prohibited by the Senior Lien Credit Agreement in respect of any Junior Lien Obligation (including from Collateral) unless such payments are from Collateral or proceeds of Collateral (x) received during a Default Distribution Period or (y) received as a result of any Collateral Enforcement Action or any other action taken in contravention of this Agreement.

3.2.       Insurance and other Net Cash Proceeds . Notwithstanding the foregoing Section 3.1 but subject to Section 3.3 (Application of Proceeds) , all proceeds of any insurance policy covering the Collateral (but only to the extent of such coverage), awards granted in any condemnation or similar proceeding 

affecting the Collateral and all other “ Net Cash Proceeds ” (as defined in either Credit Agreement) of Collateral received by any Secured Party at any time shall be applied first to the extent provided in the Senior Lien Loan Documents (taking into account any reinvestment provision therein) and then, if applicable, to the extent provided in the Junior Lien Credit Agreement.

3.3.       Application of Proceeds . Prior to the Discharge of Senior Lien Obligations, any Collateral or proceeds of Collateral received by either Administrative Agent or any Secured Party in connection with any Collateral Enforcement Action or during any Default Distribution Period or any other payment required to be applied as set forth in this section pursuant to Section 3.4 (Payment Over) shall be applied first, to repay the Senior Lien Obligations in the order set forth in the Senior Lien Credit Agreement until such obligations are paid in full and then, to repay the Junior Lien Obligations in the order set forth in the Junior Lien Credit Agreement until such obligations are paid in full .

3.4.       Payment Over . To the extent received by any Secured Party prior to the Discharge of Senior Lien Obligations, all Collateral or proceeds of Collateral (including proceeds of any insurance policy covering Collateral) received in connection with any Collateral Enforcement Action or in violation of any provision of this Agreement, including Section 3.1(ii) (Optional and Scheduled Payments) and Section 3.2 (Insurance and other Net Cash Proceeds) , shall be segregated and held in trust and forthwith paid over to the Senior Lien Administrative Agent to be held for the benefit of the Senior Secured Parties or for application to the Senior Lien Obligations as set forth in Section 3.3 (Application of Proceeds) , in each case in the same form as received and with any necessary endorsement or as a court of competent jurisdiction may otherwise direct.

3.5.       Subrogation . To the extent any Junior Secured Party makes a payment to any Senior Secured Party, such Junior Secured Party shall be subrogated to the rights of such Senior Secured Party; provided , however , that no Junior Secured Party shall assert, enforce or exercise (whether directly or through the Junior Lien Administrative Agent) against any Person prior to the Discharge of Senior Lien Obligations any right of subrogation it may have obtained from any Senior Secured Party or otherwise as a result of any payment hereunder, whether or not such payment is required or permitted under this Agreement.

3.6.       Reinstatement . If any Senior Lien Lender is required, in any Insolvency Proceeding or otherwise, to turn over or otherwise pay to the estate of any Loan Party any amount (a “ Recovery ”), then the Senior Lien Obligations shall be reinstated to the extent of such Recovery and the Senior Lien Lenders shall be entitled to the Discharge of Senior Lien Obligations with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto from such date of reinstatement with respect to such reinstated Senior Lien Obligations.

4.1.       Standstill of Remedies . Prior to the Discharge of Senior Lien Obligations, whether or not any Insolvency Proceeding has been commenced by or against any Loan Party, no Junior Secured Party shall do (and no Junior Secured Party shall direct the Junior Lien Administrative Agent to do) any of the following without the consent of the Requisite Senior Lenders:

(a)        take any Collateral Enforcement Action or commence, seek to commence or join any other Person in commencing, any Insolvency Proceeding; or

(b)       object to, contest or take any other action that is reasonably likely to hinder, (i) any Collateral Enforcement Action of any Senior Secured Party, (ii) any release of Collateral permitted under Section 7 (Release of Collateral) , whether or not done in consultation with or with notice to any Junior Secured Party or (iii) any decision by any Senior Secured Party to forbear or refrain from bringing or pursuing any such Collateral Enforcement Action or to effect any such release.

4.2.       Rights of Junior Secured Parties as Unsecured Creditors . Except as otherwise expressly provided in this Section 4 , nothing in this Section 4 is intended to modify any right to demand or sue for payment or any other right or remedy that any Junior Secured Party may have as an unsecured creditor against the Loan Parties in accordance with the terms of the Junior Lien Loan Documents and applicable Requirements of Law and each Junior Secured Party may take any action (or direct the Junior Lien Administrative Agent to take any action) to create, perfect or preserve Junior Liens not inconsistent with any provision of this Agreement and not adverse to the priority of such Junior Liens or the Senior Liens; provided , however , that, in the event any Junior Secured Party becomes a judgment lien creditor or otherwise obtains any Lien as a result of its enforcement of its rights as an unsecured creditor, such judgment lien and the Collateral subject thereto shall be subject to all terms and conditions of this Agreement, and such judgment lien shall be a Junior Lien and shall be junior and sub