INTERCREDITOR AGREEMENT

This INTERCREDITOR AGREEMENT ( “ Agreement ” ) , is dated as of February 18, 2009, and entered into by and among CITICORP NORTH AMERICA, INC. , a Delaware corporation, in its capacity as program agent for the First Lien Claimholders (as defined below), including its successors and assigns from time to time (the “ First Lien Agent ”) and CITICORP NORTH AMERICA, INC. , a Delaware corporation, in its capacity as administrative agent and collateral processing agent for the Second Lien Claimholders (as defined below), including its successors and assigns from time to time (the “ Second Lien Agent ”), and acknowledged and agreed to by RITE AID FUNDING II , a Cayman Islands exempted company incorporated with limited liability (the “ Borrower ”).  Capitalized terms used in this Agreement have the meanings assigned to them in Section 1 below.

The Borrower, the investors, banks, agents, originators, collection agent and trustee party thereto, and First Lien Agent in its capacity as program agent for the holders of the First Lien Obligations (as defined below), have entered into that Receivables Financing Agreement dated as of September 21, 2004, providing for a revolving credit facility (as amended, restated, supplemented or modified from time to time, the “ First Lien Credit Agreement ”);

The Borrower, the lenders party thereto, the collection agent party thereto, the originators and Second Lien Agent in its capacity as administrative agent and collateral processing agent for the holders of the Second Lien Obligations (as defined below), entered into that Credit Agreement dated as of the date hereof providing for a term loan (as amended, restated, supplemented or modified from time to time, the “ Second Lien Credit Agreement ”);

The obligations of the Borrower under the First Lien Credit Agreement are secured on a first priority basis by liens on substantially all the assets of the Borrower, pursuant to the terms of the First Lien Loan Documents;

The obligations of the Borrower under the Second Lien Credit Agreement are secured on a second priority basis by liens on substantially all the assets of the Borrower pursuant to the terms of the Second Lien Loan Documents; and

The First Lien Collateral Agent and the Second Lien Collateral Agent have agreed to the intercreditor and other provisions set forth in this Agreement.

In consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.1        Defined Terms .  As used in the Agreement, the following terms shall have the following meanings:

“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person.

“ Agreement ” means this Intercreditor Agreement, as amended, restated, renewed, extended, supplemented or otherwise modified from time to time.

“ Bankruptcy Code ” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“ Bankruptcy Law ” means the Bankruptcy Code and any state, foreign or other federal bankruptcy, insolvency, receivership or similar law affecting creditors’ rights generally.

“ Borrower ” has the meaning assigned to that term in the Preamble to this Agreement.

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

“ Collateral ” means all of the property of the Borrower, whether real, personal or mixed, constituting (or required to constitute) both First Lien Collateral and Second Lien Collateral, including any Liens granted pursuant to Section 6 to secure both First Lien Obligations and Second Lien Obligations.

“ Collateral Sale ” means:

(1)      any public or private sale or other similar disposition of Collateral pursuant to the UCC or other applicable law, or

(2)      any Enforcement Action of the type described in clause (3) of the definition of Enforcement Action.

“ Creditors ” means, collectively, the First Lien Agent, on behalf of itself and the First Lien Claimholders, and the Second Lien Agent, on behalf of itself and the Second Lien Claimholders, and their respective successors and assigns.

“ Discharge of First Lien Obligations ” means:

(a)      payment in full in cash of the principal of and interest (including interest accruing on or after the commencement of any Insolvency Proceeding, whether or not such interest would be allowed in such Insolvency Proceeding), on all First Lien Obligations;

(b)      payment in full in cash of all other First Lien Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid (other than any indemnification obligations for which no claim or demand for payment, whether oral or written, has been made at such time); and

(c)      termination or expiration of all commitments, if any, to extend credit that would constitute First Lien Obligations.

“ Enforcement Action ” means any action under applicable law:

(1)      to foreclose, execute or levy on, collect on, take possession of or control of, or sell or otherwise realize upon (judicially or non-judicially) or to lease, license or otherwise dispose of (whether publicly or privately), any Collateral or otherwise to exercise or enforce remedial rights with respect to Collateral under the First Lien Loan Documents or the Second Lien Loan Documents, as applicable, or any other applicable agreement, document or instrument pertaining thereto (including, without limitation, by way of setoff, noticing of any public or private sale or other disposition pursuant to the UCC or other applicable law, notification of account debtors or notification of depositary banks),

(2)      to solicit bids from third parties to conduct the liquidation or disposition of any Collateral or to engage or retain sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers or other third parties for the purposes of valuing, marketing, promoting and selling any Collateral,

(3)      to receive a transfer of Collateral in satisfaction of any indebtedness or other obligation secured thereby, or

(4)      to otherwise enforce any security interest or exercise any other right or remedy, as a secured creditor or otherwise, pertaining to the Collateral at law, in equity or pursuant to the First Lien Loan Documents or the Second Lien Loan Documents, as applicable, or any other applicable agreement, document or instrument pertaining thereto (including, without limitation, the commencement of any applicable legal proceedings or other actions against or with respect to all or any portion of the Collateral to facilitate the actions described in the immediately preceding clauses (1) , (2) and (3) , and exercising voting rights in respect of any equity interests comprising Collateral);

provided that “ Enforcement Action ” shall be deemed to include the commencement of, or joinder in filing of a petition for commencement of, an Insolvency Proceeding against the owner of Collateral.

“ Event of Default ” means “ Event of Termination ” as defined in the First Lien Credit Agreement and/or “ Event of Default ” as defined in the Second Lien Credit Agreement.

“ First Lien Agent ” has the meaning assigned to that term in the Recitals to this Agreement.

“ First Lien Cap ” means the aggregate principal amount of First Lien Obligations up to, but not in excess of, the lesser of (i) $345,000,000 and (ii) the aggregate “Bank Commitments” (as such term is defined in the First Lien Credit Agreement).

“ First Lien Claimholders ” means, at any relevant time, the holders of First Lien Obligations at that time, including the First Lien Lenders and the agents under the First Lien Loan Documents.

“ First Lien Collateral ” means all of the assets and property of the Borrower, whether real, personal or mixed, with respect to which a Lien is granted as security for any First Lien Obligations.

“ First Lien Credit Agreement ” has the meaning assigned to that term in the Recitals to this Agreement.

“ First Lien Lenders ” means the “Investors” and “Banks” under and as defined in the First Lien Credit Agreement.

“ First Lien Loan Documents ” means the First Lien Credit Agreement, the “Transaction Documents” (as defined in the First Lien Credit Agreement), and each of the other agreements, documents and instruments providing for or evidencing any other First Lien Obligation, and any other document or instrument executed or delivered at any time in connection with any First Lien Obligations, including any intercreditor, liquidity or joinder agreement among holders of First Lien Obligations, to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

“ First Lien Obligations ” means all Obligations of Borrower outstanding under (i) the First Lien Credit Agreement, and (ii) the other First Lien Loan Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding; provided that the aggregate principal amount, without duplication, of any revolving credit commitments or revolving credit loans provided for under the First Lien Credit Agreement or any other First Lien Loan Document in excess of the First Lien Cap shall not constitute First Lien Obligations for purposes of this Agreement, except for Inadvertent Excess Advances not exceeding an aggregate amount of $7,000,000 outstanding at any time.  “First Lien Obligations” shall include, without limitation, all of the following (none of which shall be included within the First Lien Cap) (x) all interest accrued or accruing (or which would, absent commencement of an Insolvency Proceeding, accrue) in accordance with the rate specified in the relevant First Lien Loan Document (including any capitalized interest) and (y) all fees, costs, indemnities, expenses or charges (including, without limitation, reasonable fees and expenses of legal counsel) arising under the First Lien Loan Documents and provided for thereunder, in the case of each of clause (x) and clause (y) whether before or after commencement of an Insolvency Proceeding, and irrespective of whether any claim for such interest, fees, costs, indemnities, expenses or charges (including, without limitation, reasonable fees and expenses of legal counsel) is allowed as a claim in such Insolvency Proceeding.  To the extent any payment with respect to the First Lien Obligations (whether by or on behalf of Borrower, 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.

“ Governmental Authority ” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“ Inadvertent Excess Advance ” means an advance by a First Lien Claimholder:  (i) in excess of the First Lien Cap, (ii) made erroneously and not in accordance with the limitations contained in the First Lien Credit Agreement, and (iii) as to which, the First Lien Claimholder that made such excess advance demands repayment, and exercises commercially reasonable steps to obtain repayment, within three Business Days after making such advance.

“ Insolvency Proceeding ” means:

(a)      any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to Borrower;

(b)      any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to Borrower or with respect to a material portion of its property;

(c)      any liquidation, dissolution, reorganization or winding up of Borrower whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(d)      any assignment for the benefit of creditors or any other marshaling of assets and liabilities of Borrower.

“ Lien ” means any lien (including, without limitation judgment liens and liens arising by operation of law), mortgage or deed of trust, pledge, hypothecation, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, call, trust, UCC financing statement or other preferential arrangement having the practical effect of any of the foregoing, including any right of setoff or recoupment.

“ Obligations ” means all obligations of every nature of Borrower from time to time owed to the First Lien Agent, the Second Lien Agent, the First Lien Claimholders, the Second Lien Claimholders or any of them or their respective Affiliates under the First Lien Loan Documents or the Second Lien Loan Documents, whether for principal, interest, fees, expenses, indemnification or otherwise (including, without limitation, reasonable fees and expenses of legal counsel) and all guarantees of any of the foregoing, whether absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Person or any Affiliate thereof of any proceeding under

any Bankruptcy Law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“ Person ” means any natural person, corporation, limited liability company, trust, business trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Pledged Collateral ” has the meaning set forth in Section 5.4 .

“ Post-Petition Claims ” means interest, fees, costs, expenses and other charges that pursuant to the First Lien Credit Agreement or the Second Lien Credit Agreement, continue to accrue after the commencement of any Insolvency Proceeding, whether or not such interest, fees, expenses and other charges are allowed or allowable under the Bankruptcy Law or in any such Insolvency Proceeding.

“ Proceeds ” means (a) all “Proceeds” as defined in Article 9 of the UCC with respect to the Collateral, and (b) whatever is recoverable or recovered when Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily.

“ Purchase Period ” has the meaning set forth in Section 3.4 .

“ Recovery ” has the meaning set forth in Section 6.6 .

“ Reserve ” means any of the “Commingling Reserve,” “Dilution Reserve,” “Loss Reserve” or “Yield and Fee Reserve” as such terms are defined in the First Lien Credit Agreement.

“ Second Lien Agent ” has the meaning assigned to that term in the Preamble of this Agreement.

“ Second Lien Claimholders ” means, at any relevant time, the holders of Second Lien Obligations at that time, including the Second Lien Lenders and the agents under the Second Lien Loan Documents.

“ Second Lien Collateral ” means all of the assets and property of Borrower, whether real, personal or mixed, with respect to which a Lien is granted as security for any Second Lien Obligations.

“ Second Lien Credit Agreement ” has the meaning assigned to that term in the Recitals to this Agreement.

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

“ Second Lien Loan Documents ” means the Second Lien Credit Agreement, the “Transaction Documents” (as defined in the Second Lien Credit Agreement), and each of the other agreements, documents and instruments providing for or evidencing any other Second Lien Obligation, and any other document or instrument executed or delivered at any time in

connection with any Second Lien Obligations, including any intercreditor or joinder agreement among holders of Second Lien Obligations to the extent such are effective at the relevant time, as each may be amended, restated, supplemented, modified, renewed or extended from time to time in accordance with the provisions of this Agreement.

“ Second Lien Obligations ” means all Obligations of Borrower outstanding under the Second Lien Credit Agreement and the other Second Lien Loan Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding.  “Second Lien Obligations” shall include, without limitation, all of the following (x) all interest accrued or accruing (or which would, absent commencement of an Insolvency Proceeding, accrue) after commencement of an Insolvency Proceeding in accordance with the rate specified in the relevant Second Lien Loan Document (including any capitalized interest) and (y) all fees, costs, indemnities, expenses or charges (including, without limitation, reasonable fees and expenses of legal counsel) arising under the Second Lien Loan Documents and provided for thereunder, in the case of each of clause (x) and clause (y) whether before or after commencement of an Insolvency Proceeding, and irrespective of whether any claim for such interest, fees, costs, indemnities, expenses or charges (including, without limitation, reasonable fees and expenses of legal counsel) is allowed as a claim in such Insolvency Proceeding.  To the extent any payment with respect to the Second Lien Obligations (whether by or on behalf of Borrower, 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.

“ Standstill Period ” has the meaning set forth in Section 3.1 .

“ UCC ” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“ Yield ” has the meaning set forth in the First Lien Credit Agreement.

1.2       Terms Generally .  The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The word “will” shall be construed to have the same meaning and effect as the word “shall.”  Unless the context requires otherwise:

(a)      any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented, modified, renewed or extended;

(b)      any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns;

(c)      the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

(d)      all references herein to Sections shall be construed to refer to Sections of this Agreement; and

(e)      the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and general intangibles.

2.1        Relative Priorities .  Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing the Second Lien Obligations granted on the Collateral or of any Liens securing the First Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or any other applicable law or the Second Lien Loan Documents, the Second Lien Agent, on behalf of itself and the Second Lien Claimholders, hereby agrees that:

(a)      any Lien on the Collateral securing any First Lien Obligations now or hereafter held by or on behalf of the First Lien Agent or any First Lien Claimholders or any agent or trustee therefor, regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to any Lien on the Collateral securing any Second Lien Obligations; and

(b)      any Lien on the Collateral securing any Second Lien Obligations now or hereafter held by or on behalf of the Second Lien Agent, any Second Lien Claimholders or any agent or trustee therefor regardless of how acquired, whether by grant, possession, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Collateral securing any First Lien Obligations.

(c)      All Liens on the Collateral securing any First Lien Obligations shall be and remain senior in all respects and prior to all Liens on the Collateral securing any Second Lien Obligations for all purposes, notwithstanding any defect or deficiencies in, or failure to perfect or lapse in perfection of, the Liens securing the First Lien Obligations, the subordination of any Lien on the Collateral securing any First Lien Obligations to any Lien securing any other obligation of the Borrower or any other Person, the avoidance, invalidation or lapse of any Lien on the Collateral securing any First Lien Obligations or any defect or deficiencies in the Liens securing the First Lien Obligations or any other circumstance whatsoever.

2.2       Prohibition on Contesting Liens .  Second Lien Agent, for itself and on behalf of each Second Lien Claimholder, and the First Lien Agent, for itself and on behalf of each First Lien Claimholder, agrees that it will not (and hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency Proceeding), the validity, enforceability, perfection or priority (as set forth in Section 2.1 ) of a Lien held by or on behalf of any of the First Lien Claimholders in the First Lien Collateral or by or on behalf of any of the Second Lien Claimholders in the Second Lien Collateral, as the case may be; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the First Lien Agent or any First Lien Claimholder or of the Second Lien Agent or any Second Lien Claimholder to enforce this Agreement, including the provisions of this Agreement

relating to the priority of the Liens securing the First Lien Obligations and Second Lien Obligations as provided in Section 2.1 and the provisions related to enforcement in Section 3.1 .

2.3       [ Intentionally Omitted ].

2.4       [ Intentionally Omitted ].

2.5       [ Intentionally Omitted ].

2.6        Nature of First Lien and Second Lien Obligations .

(a)       Subject to any limitations on the aggregate principal amount of First Lien Obligations set forth in the definition of “First Lien Obligations” and the limitations in Section 7.3 , the Second Lien Agent acknowledges that, (i) the First Lien Obligations are revolving in nature, (ii) the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, (iii) the terms of the First Lien Obligations may be modified, extended or amended from time to time, and (iv) the aggregate amount of the First Lien Obligations may be increased without notice to or consent by the Second Lien Claimholders and without affecting the provisions hereof.

(b)      The First Lien Agent acknowledges that (i) the terms of the Second Lien Obligations may be modified, extended or amended from time to time, and (ii) the aggregate amount of the Second Lien Obligations may be increased without notice to or consent by the First Lien Claimholders and without affecting the provisions hereof.

(c)      Subject to any limitations on the aggregate principal amount of First Lien Obligations set forth in the definition of “First Lien Obligations” and the limitation in Section 7.3 , the lien priorities provided in Sections 2.1 and 2.2 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal or restatement of either the First Lien Obligations or the Second Lien Obligations, or any portion thereof.

2.7        Limitations on Duties and Obligations .  Each of the Second Lien Agent, for itself and on behalf of each Second Lien Claimholder, and the First Lien Agent, for itself and on behalf of each First Lien Claimholder, agrees that, except in the case of (i) the obligations of the First Lien Agent under Section 5.4 as bailee and agent for perfection for the Second Lien Agent and (ii) the obligations of the Second Lien Agent under Section 5.4 as bailee and agent for perfection for the First Lien Agent, each of the First Lien Agent (on behalf of the First Lien Claimholders) and the Second Lien Agent (on behalf of the Second Lien Claimholders) shall be solely responsible for perfecting and maintaining the perfection of its Lien in and to each item constituting the Collateral in which the First Lien Agent (on behalf of the First Lien Claimholders) or the Second Lien Agent (on behalf of the Second Lien Claimholders) has been granted a Lien.  The foregoing provisions of this Agreement are intended solely to govern the respective Lien priorities as between the Creditors and shall not impose on either the First Lien Agent (on behalf of the First Lien Claimholders) or the Second Lien Agent (on behalf of the Second Lien Claimholders) any obligations in respect of the disposition of proceeds of foreclosure on any Collateral that would conflict with prior perfected claims therein in favor of

any other Person or any order or decree of any court or other Governmental Authority or any applicable law.

3.1       Exercise of Remedies .

(a)      Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Second Lien Agent and the Second Lien Claimholders:

(1)      will not take any Enforcement Action with respect to any Lien held by it under any Second Lien Loan Document or otherwise; provided , however , that the Second Lien Agent may take Enforcement Action at any time after a period of 30 days has elapsed since the date on which the First Lien Agent shall have received written notice from the Second Lien Agent of the existence of any Event of Default under the Second Lien Credit Agreement and the Second Lien Obligations are currently due and payable in full as a result of acceleration or otherwise (the “ Standstill Period ”); provided , in no event shall the Second Lien Agent or any Second Lien Claimholder take any Enforcement Action with respect to any Lien held by it under any Second Lien Loan Document or otherwise if, notwithstanding the expiration of the Standstill Period, (i) the First Lien Agent or First Lien Claimholders shall have commenced and are diligently pursuing an Enforcement Action with respect to all or any material portion of the Collateral or shall be diligently attempting to vacate any stay or prohibition against such exercise (prompt written notice of the initial commencement of such exercise to be given to the Second Lien Agent provided , that the First Lien Agent shall incur no liability for, and the rights of the First Lien Agent hereunder or in respect of the Collateral shall be unaffected by, the failure of the First Lien Agent to give any such notice); (ii) the “Amortization Period” (as defined in the First Lien Credit Agreement) shall then exist and collections of the Collateral are being applied and distributed pursuant to Sections 2.04(c) and 2.04A(b) of the First Lien Credit Agreement; or (iii) the acceleration of the Second Lien Obligations (if any) is rescinded in accordance with the terms of the Second Lien Credit Agreement or by court order;

(2)      subject to their rights under Section 3.1(b) , will not contest, protest or object to any Enforcement Action brought by the First Lien Agent or any First Lien Claimholder or any other exercise by the First Lien Agent or any First Lien Claimholder of any rights and remedies relating to the Collateral under the First Lien Loan Documents or otherwise so long as the Liens granted to secure the Second Lien Obligations of the Second Lien Claimholders attach to the Proceeds thereof subject to the relative priorities described in Section 2.1 ; and

(3)      subject to their rights under clause (a)(1) above, will not contest, protest or object to (and waive any and all claims with respect to) the forbearance by the First Lien Agent or the First Lien Claimholders from bringing or pursuing any Enforcement Action so long as the Liens granted to secure the Second Lien Obligations

of the Second Lien Claimholders attach to the Proceeds thereof subject to the relative priorities described in Section 2.1 .

(b)      Whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the First Lien Agent and the First Lien Claimholders agree that they will not effectuate any Collateral Sale during the first 45 days after the occurrence of the “Amortization Period” (as defined in the First Lien Credit Agreement) unless either (1) such Collateral Sale will result in the payment in full in cash of the First Lien Obligations and the Second Lien Obligations or (2) the Second Lien Agent shall have consented thereto.  If the First Lien Agent desires to arrange a Collateral Sale at any time after such 45-day period, First Lien Agent will first offer the Second Lien Claimholders the option to purchase the First Lien Obligations in accordance with the provisions of Section 3.4 by giving the Second Lien Agent notice thereof (the “ Purchase Notice ”), which the Second Lien Agent will promptly forward to each Second Lien Claimholder.

(c)      Until the Discharge of First Lien Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, but subject to the first proviso of Section 3.1(a)(1) and to Section 3.1(b) , the First Lien Agent and the First Lien Claimholders shall have the exclusive right to enforce rights and remedies with respect to the Collateral, commence, and if applicable, maintain an Enforcement Action (including set-off) and, subject to Section 5.1 , make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Second Lien Agent or any Second Lien Claimholder.  In exercising rights and remedies with respect to the Collateral and Enforcement Actions with respect to the Collateral, the First Lien Agent and the First Lien Claimholders may, subject to Section 3.1(b) , enforce the provisions of the First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion.  Such exercise and enforcement shall include, subject to Section 3.1(b) , the right to exercise all the rights and remedies of a secured creditor under the UCC and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.

(d)      Notwithstanding the foregoing, the Second Lien Agent and any Second Lien Claimholder may:

(1)      file a claim or statement of interest with respect to the Second Lien Obligations in any Insolvency Proceeding commenced by or against the Borrower;

(2)      take any action (not adverse to the priority status of Liens on the Collateral securing the First Lien Obligations, or the rights of the First Lien Agent or the First Lien Claimholders to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral;

(3)      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 Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in a manner not inconsistent with any other provisions of this Agreement;

(4)      vote on any plan of reorganization (including, without limitation, vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension), file any proof of claim, make other filings and make any arguments and motions that are, in each case, not inconsistent with any other provisions of this Agreement, with respect to the Second Lien Obligations and the Collateral;

(5)      exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1(a)(1) ; and

(6)      join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Enforcement Action by the First Lien Agent (it being understood that any Liens attaching to the proceeds thereof shall be subject to the relative priorities described in Section 2.1 ).

The Second Lien Agent, on behalf of itself and the Second Lien Claimholders, agrees that it will not take or receive any Collateral or any Proceeds of Collateral in connection with any Enforcement Action against any Collateral in its capacity as a creditor, unless and until the Discharge of First Lien Obligations has occurred, except in connection with any Enforcement Action expressly permitted by Section 3.1(a)(1) to the extent the Second Lien Agent and Second Lien Claimholders are permitted to retain the Proceeds thereof in accordance with Section 4.2 of this Agreement.

(e)           Subject to Sections 3.1(a) , (b) and (d)  and Section 6.4(b) :

(1)      except as otherwise permitted hereunder, the Second Lien Agent, for itself and on behalf of the Second Lien Claimholders, agrees that the Second Lien Agent and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents;

(2)      except as otherwise permitted hereunder, the Second Lien Agent, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and

(3)      the Second Lien Agent hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Second Lien Loan Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the