Common use of Claimholders Permitted Actions Clause in Contracts

Claimholders Permitted Actions. Anything to the contrary in Sections 3.1, 3.2 and 3.3 notwithstanding, each of the Term Collateral Agent, the other Term Claimholders, the Revolving Collateral Agent and the other Revolving Claimholders may, but shall not be obligated to: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a proof of claim or statement of interest with respect to the Term Collateral or the Revolving Collateral, as the case may be, or otherwise with respect to the Term Obligations or the Revolving Obligations, as the case may be, in each case, in a manner not inconsistent with the priority status of the Liens under the terms of this Agreement; (b) take any action (not adverse to the priority status of the Liens on the Senior Priority Collateral of the Collateral Agent and other Claimholders of the other Class, or the rights of the Collateral Agent or any other Claimholders of the other Class to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve, protect or prove (but, subject to Section 3.1(a) or 3.2(a), as the case may be, not enforce) its Lien on its Term Collateral or Revolving Collateral, as the case may be, in each case, to the extent not inconsistent with the terms of this Agreement; (c) file any necessary or appropriate 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 its claims or any claims of the other Claimholders of its Class or the avoidance of any Liens on any Collateral securing any Obligations of its Class, in each case, to the extent not inconsistent with the terms of this Agreement; (d) file any pleadings, objections, motions or agreements that assert rights or interests available to unsecured creditors of the Grantors arising under Bankruptcy Law or other applicable law, in each case not inconsistent with or prohibited by the terms of this Agreement; provided that any judgment Lien obtained in connection therewith shall be subject to the relative Lien priorities set forth in this Agreement; (e) vote on any Plan of Reorganization, file any proof of claim and make other filings and make any arguments and motions, in each case to the extent not inconsistent with the terms of this Agreement (including Section 6.8(b)); (f) exercise any of its other rights or remedies referred to in Section 3.1(a) or 3.2(a), as the case may be, after the expiration of the Term Standstill Period or Revolving Standstill Period, as applicable, or in Section 3.7 or 3.8 to the extent permitted thereby; (g) make a cash bid on all or any portion of its Term Collateral or Revolving Collateral, as applicable, in any foreclosure proceeding or action (or any similar proceeding or action under the law of the relevant jurisdiction);

Claimholders Permitted Actions. Anything to the contrary in Sections 3.1, 3.1 and 3.2 and 3.3 notwithstanding, each of the Term Notes Collateral Agent, the other Term Claimholders, Agent and the Revolving Collateral Agent and the other Revolving Claimholders may, but shall not be obligated to: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a proof of claim or statement of interest with respect to the Term its Collateral or the Revolving Collateral, as the case may be, or otherwise with respect to the Term Notes Obligations or the Revolving Obligations, as the case may be, in each case, in a manner not inconsistent with the priority status of the Liens under the terms of this Agreement; (b) take any action (not adverse to the priority status of the Liens on the Senior Priority Collateral of the Collateral Agent and other Claimholders of the other Classother, or the rights of the Collateral Agent other or any other Claimholders of the other Class to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve, preserve or protect or prove (but, subject to Section 3.1(a) or 3.2(a), as the case may be, but not enforce) its Lien on in and to its Term Collateral or Revolving Collateral, as the case may be, in each case, to the extent not inconsistent with the terms including any FCC License of this Agreementany Grantor; (c) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of its claims or its Claimholders; (d) make any claims of the other Claimholders of its Class or the avoidance of any Liens on any Collateral securing any Obligations of its Classarguments and motions that are, in each case, to the extent not inconsistent with in accordance with, the terms of this Agreement; (de) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Priority Collateral of the other party initiated by such other party to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay or otherwise interfere with the Exercise of Secured Creditor Remedies by such other party (it being understood that, (a) with respect to Revolving Priority Collateral, neither the Notes Collateral Agent nor any Notes Claimholder shall be entitled to receive any proceeds thereof from any Exercise of Secured Creditor Remedies with respect thereto unless otherwise expressly permitted herein and (b) with respect to Notes Priority Collateral, neither the Revolving Collateral Agent nor any Revolving Claimholder shall be entitled to receive any proceeds thereof from any Exercise of Secured Creditor Remedies with respect thereto unless otherwise expressly permitted herein); (f) file any pleadings, objections, motions or agreements that which assert rights or interests available to unsecured creditors of the Grantors arising under Bankruptcy Law either any Insolvency Proceeding or other applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction); provided, that neither party shall take any action which such party is prohibited by from taking pursuant to this Agreement, including under Section 2.2; (g) take any action described in clauses (i) through (x) of the definition of “Exercise of Secured Creditor Remedies.”; and (h) vote on any Plan of Reorganization that is consistent with the terms of this Agreement; provided provided, however, that no Revolving Claimholder or Notes Claimholder may cast any vote to accept or take any other act to support the confirmation of any Non-Conforming Plan of Reorganization, and pursuant to Section 9.14 of this Agreement, the Revolving Collateral Agent and Notes Collateral Agent, as applicable, shall be entitled to demand specific performance of this provision and obtain an order directing a Notes Claimholder or Revolving Claimholder, as applicable that votes in favor of any Non-Conforming Plan of Reorganization to change its vote and vote against any Non-Conforming Plan of Reorganization. Except as expressly set forth in this Agreement, each Notes Claimholder and each Revolving Claimholder shall otherwise have any and all rights and remedies it may have as a creditor under any applicable law, including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral (and any judgment Lien obtained in connection therewith therewith) shall be subject to the relative Lien priorities set forth in herein and to the provisions of this Agreement; (e) vote on . Subject to Section 3.7, the Revolving Collateral Agent may enforce the provisions of the Revolving Loan Documents, the Notes Collateral Agent may enforce the provisions of the Notes Documents and each may Exercise any Plan Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of Reorganizationits sole discretion, file any proof of claim and make other filings and make any arguments and motions, in each case to the extent not inconsistent consistent with the terms of this Agreement and mandatory provisions of applicable law; provided, however, that each of the Revolving Collateral Agent and the Notes Collateral Agent agrees to use commercially reasonable efforts to provide to the other (including Section 6.8(b)); x) an Enforcement Notice prior to its Exercise of Secured Creditor Remedies and (fy) exercise copies of any notices that it is required under applicable law to deliver to any Grantor in connection with any Exercise of Secured Creditor Remedies with respect to any Collateral; provided, further, however, that the Revolving Collateral Agent’s failure to provide copies of any such notices to the Notes Collateral Agent shall not impair any of its the Revolving Collateral Agent’s rights hereunder or under any of the Revolving Loan Documents and the Notes Collateral Agent’s failure to provide copies of any such notices to the Revolving Collateral Agent shall not impair any of the Notes Collateral Agent’s rights hereunder or under any of the Notes Documents. Each of the Notes Collateral Agent, each Notes Claimholder, the Revolving Collateral Agent and each Revolving Claimholder agrees that it will not institute any suit or other rights proceeding or remedies referred to assert in Section 3.1(a) any suit, Insolvency Proceeding or 3.2(a)other proceeding any claim, as in the case may be, after the expiration of the Term Standstill Period Notes Collateral Agent and each Notes Claimholder, against either the Revolving Collateral Agent or any other Revolving Standstill PeriodClaimholder, as applicableand in the case of the Revolving Collateral Agent and each other Revolving Claimholder, against either the Notes Collateral Agent or in Section 3.7 any other Notes Claimholder, seeking damages from or 3.8 other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such person with respect to the extent permitted thereby; (g) make a cash bid on all Collateral which is consistent with the terms of this Agreement, and none of such parties shall be liable for any such action taken or any portion of its Term Collateral or Revolving Collateral, as applicable, in any foreclosure proceeding or action (or any similar proceeding or action under the law of the relevant jurisdiction);omitted to be taken.

Claimholders Permitted Actions. Anything to the contrary in Sections 3.1, 3.1 and 3.2 and 3.3 notwithstanding, each of the Term Collateral Agent, the other Term Claimholders, the Revolving Notes Collateral Agent and the other Revolving Claimholders Collateral AgentLender may, but shall not be obligated to: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a proof of claim or statement of interest with respect to the Term its Collateral or the Revolving Collateral, as the case may be, or otherwise with respect to the Term Notes Obligations or the Revolving Obligations, as the case may be, in each case, in a manner not inconsistent with the priority status of the Liens under the terms of this Agreement; (b) take any action (not adverse to the priority status of the Liens on the Senior Priority Collateral of the Collateral Agent and other Claimholders of the other Classother, or the rights of the Collateral Agent other or any other Claimholders of the other Class to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve, preserve or protect or prove (but, subject to Section 3.1(a) or 3.2(a), as the case may be, but not enforce) its Lien on in and to its Term Collateral or Revolving Collateral, as the case may be, in each case, to the extent not inconsistent with the terms including any FCC License of this Agreementany Grantor; (c) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of its claims or its Claimholders; (d) make any claims of the other Claimholders of its Class or the avoidance of any Liens on any Collateral securing any Obligations of its Classarguments and motions that are, in each case, to the extent not inconsistent with in accordance with, the terms of this Agreement; (de) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Priority Collateral of the other party initiated by such other party to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay or otherwise interfere with the Exercise of Secured Creditor Remedies by such other party (it being understood that, (a) with respect to Revolving Priority Collateral, neither the Notes Collateral Agent nor any Notes Claimholder shall be entitled to receive any proceeds thereof from any Exercise of Secured Creditor Remedies with respect thereto unless otherwise expressly permitted herein and (b) with respect to Notes Priority Collateral, neither the Revolving Collateral AgentLender nor any Revolving Claimholder shall be entitled to receive any proceeds thereof from any Exercise of Secured Creditor Remedies with respect thereto unless otherwise expressly permitted herein); (f) file any pleadings, objections, motions or agreements that which assert rights or interests available to unsecured creditors of the Grantors arising under Bankruptcy Law either any Insolvency Proceeding or other applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (including the Bankruptcy Laws of any applicable jurisdiction); provided, that neither party shall take any action which such party is prohibited by from taking pursuant to this Agreement, including under Section 2.2; (g) take any action described in clauses (i) through (xix) of the definition of “Exercise of Secured Creditor Remedies.”; and (h) vote on any Plan of Reorganization that is consistent with the terms of this Agreement; provided provided, however, that no Revolving Claimholder or Notes Claimholder may cast any vote to accept or take any other act to support the confirmation of any Non-Conforming Plan of Reorganization, and pursuant to Section 9.14 of this Agreement, the Revolving Collateral AgentLender and Notes Collateral Agent, as applicable, shall be entitled to demand specific performance of this provision and obtain an order directing a Notes Claimholder or Revolving Claimholder, as applicable that votes in favor of any Non-Conforming Plan of Reorganization to change its vote and vote against any Non-Conforming Plan of Reorganization. Except as expressly set forth in this Agreement, each Notes Claimholder and each Revolving Claimholder shall otherwise have any and all rights and remedies it may have as a creditor under any applicable law, including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral (and any judgment Lien obtained in connection therewith therewith) shall be subject to the relative Lien priorities set forth in herein and to the provisions of this Agreement; (e) vote on . Subject to Section 3.7, the Revolving Collateral AgentLender may enforce the provisions of the Revolving Loan Documents, the Notes Collateral Agent may enforce the provisions of the Notes Documents and each may Exercise any Plan Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of Reorganizationits sole discretion, file any proof of claim and make other filings and make any arguments and motions, in each case to the extent not inconsistent consistent with the terms of this Agreement and mandatory provisions of applicable law; provided, however, that each of the Revolving Collateral AgentLender and the Notes Collateral Agent agrees to use commercially reasonable efforts to provide to the other (including Section 6.8(b)); x) an Enforcement Notice prior to its Exercise of Secured Creditor Remedies and (fy) exercise copies of any notices that it is required under applicable law to deliver to any Grantor in connection with any Exercise of Secured Creditor Remedies with respect to any Collateral; provided, further, however, that the Revolving Collateral Agent’sLender’s failure to provide copies of any such notices to the Notes Collateral Agent shall not impair any of its the Revolving Collateral Agent’sLender’s rights hereunder or under any of the Revolving Loan Documents and the Notes Collateral Agent’s failure to provide copies of any such notices to the Revolving Collateral AgentLender shall not impair any of the Notes Collateral Agent’s rights hereunder or under any of the Notes Documents. Each of the Notes Collateral Agent, each Notes Claimholder, the Revolving Collateral AgentLender and each Revolving Claimholder agrees that it will not institute any suit or other rights proceeding or remedies referred to assert in Section 3.1(a) any suit, Insolvency Proceeding or 3.2(a)other proceeding any claim, as in the case may be, after the expiration of the Term Standstill Period Notes Collateral Agent and each Notes Claimholder, against either the Revolving Collateral AgentLender or any other Revolving Standstill PeriodClaimholder, as applicableand in the case of the Revolving Collateral AgentLender and each other Revolving Claimholder, against either the Notes Collateral Agent or in Section 3.7 any other Notes Claimholder, seeking damages from or 3.8 other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such person with respect to the extent permitted thereby; (g) make a cash bid on all Collateral which is consistent with the terms of this Agreement, and none of such parties shall be liable for any such action taken or any portion of its Term Collateral or Revolving Collateral, as applicable, in any foreclosure proceeding or action (or any similar proceeding or action under the law of the relevant jurisdiction);omitted to be taken.

Claimholders Permitted Actions. Anything to the contrary in Sections 3.1, 3.1 and 3.2 and 3.3 notwithstanding, each of the Term Notes Collateral Agent, the other Term Notes Claimholders, the Revolving Collateral Agent and the other Revolving Claimholders may, but shall not be obligated to: (a) if an Insolvency Proceeding has been commenced by or against the Company or any other Grantor, file a proof of claim or statement of interest with respect to the Term its Notes Collateral or the Revolving Collateral, as the case may be, or otherwise with respect to the Term Notes Obligations or the Revolving Obligations, as the case may be, in each case, in a manner not inconsistent with the priority status of the Liens under the terms of this Agreement; (b) take any action (not adverse to the priority status of the Liens on the Senior Priority Collateral of the other Collateral Agent and other Claimholders of the other ClassClaimholders, or the rights of the other Collateral Agent or any other Claimholders of the other Class to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve, preserve or protect or prove (but, subject to Section 3.1(a) or and Section 3.2(a), as the case may be, not enforce) its Lien on in and to its Term Notes Collateral or Revolving Collateral, as the case may be, in each case, except to the extent not inconsistent with the terms of this Agreementprovisions hereof; (c) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of its claims claims, Liens or any claims of the other Claimholders of its Class or the avoidance of any Liens on any Collateral securing any Obligations of its ClassClaimholders, in each case, to the extent not inconsistent in accordance with the terms of this Agreement; (d) file any pleadings, objections, motions or agreements that assert rights or interests available to unsecured creditors of the Grantors arising under either Bankruptcy Law or other applicable non-bankruptcy law, in each case not inconsistent with or prohibited by the terms of this Agreement; provided that any judgment Lien obtained in connection therewith shall be subject to the relative Lien priorities set forth in this Agreement; (e) vote on any Plan of Reorganization, file any proof of claim and claim, make other filings and make any arguments and motionsmotions that are, in each case to the extent not inconsistent case, in accordance with the terms of this Agreement (including Section 6.8(b))Agreement. Without limiting the generality of the foregoing or of the other provisions of this Agreement, any vote to accept, and any other act to support the confirmation or approval of, any Non-Conforming Plan of Reorganization shall be inconsistent with and, accordingly, a violation of the terms of this Agreement, and the applicable Collateral Agent shall be entitled to have any such vote to accept a Non-Conforming Plan of Reorganization changed and any such support of any Non-Conforming Plan of Reorganization withdrawn; (f) exercise any of its other rights or remedies referred to in Section 3.1(a) or Section 3.2(a), as the case may be, after the expiration of the Term Notes Standstill Period or Revolving Standstill Period, as applicable, or in Section 3.7 or Section 3.8 to the extent permitted thereby; (g) make a cash bid on all or any portion of its Term Notes Collateral or Revolving Collateral, as applicable, in any foreclosure proceeding or action; (h) make a credit bid on all or any portion of its Notes Collateral or Revolving Collateral, as applicable, provided that any Obligations secured by prior Liens on such Collateral constituting Priority Collateral are discharged prior to or in connection with any such credit bid; (i) join in (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Priority Collateral of the other party initiated by such other party to enforce Liens on such Priority Collateral 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 Exercise of Secured Creditor Remedies by such other party (it being understood that, (a) with respect to Revolving Priority Collateral, neither the Notes Collateral Agent nor any Notes Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein and (b) with respect to the Notes Priority Collateral, neither the Revolving Collateral Agent nor any Revolving Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and (j) engage consultants, valuation firms, investment bankers, and perform or engage third parties to perform audits, examinations and appraisals of the Collateral for the sole purpose of valuing the Collateral and not for the purpose of marketing or conducting a disposition of such Collateral; provided, however, that the Notes Collateral Agent or Revolving Collateral Agent, as applicable, acting on behalf of any Claimholders (or the Claimholders themselves) secured by second-priority Liens on any similar Collateral shall not take any of the foregoing actions if they would interfere in any material respect with the enforcement by the Notes Collateral Agent or Revolving Collateral Agent, as applicable, acting on behalf of the Claimholders secured by a first-priority Lien on such Collateral. Except as expressly set forth in this Agreement (including Sections 3.1(a), 3.2(a), 3.4 and Section 6), each Notes Claimholder and each Revolving Claimholder shall have any and all rights and remedies it may have as a creditor (including as an unsecured creditor) under any applicable law, including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral (and any judgment Lien obtained in connection therewith or otherwise) shall be subject to the Lien priorities set forth herein and to the provisions of this Agreement. The Revolving Collateral Agent may enforce the provisions of the Revolving Loan Documents, the Notes Collateral Agent may enforce the provisions of the Notes Documents and each may Exercise any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement (including Section 2, Section 3 and Section 6) and mandatory provisions of applicable law; provided, however, that each of the Revolving Collateral Agent and the Notes Collateral Agent agrees to provide to the other (x) an Enforcement Notice prior to its Exercise of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to the Company or any other Grantor; provided further, however, that the Revolving Collateral Agent’s failure to provide copies of any such notices to the Notes Collateral Agent shall not impair any of the Revolving Collateral Agent’s rights hereunder or under any of the Revolving Loan Documents and the Notes Collateral Agent’s failure to provide copies of any such notices to the Revolving Collateral Agent shall not impair any of the Notes Collateral Agent’s rights hereunder or under any of the Notes Documents. Each of the Notes Collateral Agent, each Notes Claimholder, the Revolving Collateral Agent and each Revolving Claimholder agrees that it will not institute any suit or other proceeding or action under assert in any suit, Insolvency Proceeding or other proceeding any claim, in the law case of the relevant jurisdiction);Notes Collateral Agent and each Notes Claimholder, against either the Revolving Collateral Agent or any other Revolving Claimholder, and in the case of the Revolving Collateral Agent and each other Revolving Claimholder, against either the Notes Collateral Agent or any other Notes Claimholder, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such parties shall be liable for any such action taken or omitted to be taken.

Claimholders Permitted Actions. Anything to the contrary in Sections 3.1, 3.1 and 3.2 and 3.3 notwithstanding, each of the Term Collateral Agent, the other Term Claimholders, the Revolving Collateral Loan Agent and the other Revolving Claimholders Agent and any Claimholder may, but shall not be obligated to: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a proof of claim or statement of interest with respect to the Term its Collateral or the Revolving Collateral, as the case may be, or otherwise with respect to the Term Loan Obligations or the Revolving Obligations, as the case may be, or otherwise file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of such Grantor arising under any Insolvency Proceeding or applicable non-bankruptcy law, in each case, in a manner case not inconsistent with the priority status of the Liens under the terms of this AgreementAgreement or applicable law (including the Bankruptcy Code or other comparable laws of any applicable jurisdiction); (b) take any action (not adverse to the priority status of the Liens on the Senior Priority Collateral of the Collateral Agent and other Claimholders of the other Classother, or the rights of the Collateral Agent other or any other Claimholders of the other Class to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve, preserve or protect or prove (but, subject to Section 3.1(a) or 3.2(a), as the case may be, but not enforce) its Lien on in and to its Term Collateral or Revolving Collateral, as the case may be, in each case, to the extent not inconsistent with the terms of this Agreement; (c) file any necessary or appropriate 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 or subordination of its claims or any claims of the other its Claimholders of its Class or the avoidance of its Liens; (d) make any Liens on any Collateral securing any Obligations of its Classarguments and motions that are, in each case, in accordance with, the terms of this Agreement; (e) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Priority Collateral of the other party initiated by such other party to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay or otherwise interfere with the Exercise of Secured Creditor Remedies by such other party (it being understood that, (a) with respect to Revolving Priority Collateral, neither Term Loan Agent nor any Term Loan Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein and (b) with respect to Term Priority Collateral, neither Revolving Agent nor any Revolving Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and (f) take any action described in clauses (i) through (ix) of the definition of Exercise of Secured Creditor Remedies. Anything to the contrary in Sections 3.1 and 3.2 notwithstanding, each Term Loan Claimholder and each Revolving Claimholder may vote on any plan of reorganization that is not inconsistent with the terms of this Agreement; (d) file . Except as expressly set forth in this Agreement, each Term Loan Claimholder and each Revolving Claimholder shall have any pleadings, objections, motions or agreements that assert and all rights or interests available to unsecured creditors of the Grantors arising and remedies it may have as a secured creditor under Bankruptcy Law or other any applicable law, in each case not inconsistent including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with or prohibited by respect to the terms of this Agreement; provided that Collateral (and any judgment Lien obtained in connection therewith therewith) shall be subject to the relative Lien priorities set forth in herein and to the provisions of this Agreement; (e) vote on . Revolving Agent may enforce the provisions of the Revolving Loan Documents, Term Loan Agent may enforce the provisions of the Term Loan Documents and each may Exercise any Plan Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of Reorganizationits sole discretion, file any proof of claim and make other filings and make any arguments and motions, in each case to the extent not inconsistent consistent with the terms of this Agreement and mandatory provisions of applicable law; provided, however, that each of Revolving Agent and Term Loan Agent agrees to provide to the other (including Section 6.8(b)); x) an Enforcement Notice prior to its Exercise of Secured Creditor Remedies and (fy) exercise copies of any notices that it is required under applicable law to deliver to any Grantor; provided further, however, that Revolving Agent’s failure to provide copies of any such notices to Term Loan Agent shall not impair any of its other Revolving Agent’s rights hereunder or remedies referred under any of the Revolving Loan Documents and Term Loan Agent’s failure to in Section 3.1(a) provide copies of any such notices to Revolving Agent shall not impair any of Term Loan Agent’s rights hereunder or 3.2(a), as the case may be, after the expiration under any of the Term Standstill Period Loan Documents. Each of Term Loan Agent, each Term Loan Claimholder, Revolving Agent and each Revolving Claimholder agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of Term Loan Agent and each Term Loan Claimholder, against either Revolving Standstill PeriodAgent or any other Revolving Claimholder, as applicableand in the case of Revolving Agent and each other Revolving Claimholder, against either Term Loan Agent or in Section 3.7 any other Term Loan Claimholder, seeking damages from or 3.8 other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the extent permitted thereby; (g) make a cash bid on all Collateral which is consistent with the terms of this Agreement, and none of such parties shall be liable for any such action taken or any portion of its Term Collateral or Revolving Collateral, as applicable, in any foreclosure proceeding or action (or any similar proceeding or action under the law of the relevant jurisdiction);omitted to be taken.

Claimholders Permitted Actions. Anything to the contrary in Sections 3.1, 3.1 and 3.2 and 3.3 notwithstanding, each of the Term Collateral Agent, the other Term Claimholders, the Revolving ABL Collateral Agent and the other Revolving ABL Claimholders may, but shall not be obligated to: (a) if an Insolvency Proceeding has been commenced by or against the Company or any other Grantor, file a proof of claim or statement of interest with respect to the Term Collateral or the Revolving ABL Collateral, as the case may be, or otherwise with respect to the Term Obligations or the Revolving ABL Obligations, as the case may be, in each case, in a manner not inconsistent with the priority status of the Liens under the terms of this Agreement; (b) take any action (not adverse to the priority status of the Liens on the Senior Priority Collateral of the Collateral Agent and other Claimholders of the other Class, or the rights of the Collateral Agent or any other Claimholders of the other Class to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve, protect or prove (but, subject to Section 3.1(a) or 3.2(a), as the case may be, not enforce) its Lien on its Term Collateral or Revolving ABL Collateral, as the case may be, in each case, to the extent not inconsistent with the terms of this Agreement; (c) file any necessary or appropriate 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 its claims or any claims of the other Claimholders of its Class or the avoidance of any Liens on any Collateral securing any Obligations of its Class, in each case, to the extent not inconsistent with the terms of this Agreement; (d) file any pleadings, objections, motions or agreements that assert rights or interests available to unsecured creditors of the Grantors arising under Bankruptcy Debtor Relief Law or other applicable law, in each case not inconsistent with or prohibited by the terms of this Agreement; provided that any judgment Lien obtained in connection therewith shall be subject to the relative Lien priorities set forth in this Agreement; (e) vote on any Plan of Reorganization, file any proof of claim and make other filings and make any arguments and motions, in each case to the extent not inconsistent with the terms of this Agreement (including Section 6.8(b))Agreement; (f) exercise any of its other rights or remedies referred to in Section 3.1(a) or 3.2(a), as the case may be, after the expiration of the Term Standstill Period or Revolving ABL Standstill Period, as applicable, or in Section 3.7 or 3.8 to the extent permitted thereby; (g) make a cash bid on all or any portion of its the Term Collateral or Revolving the ABL Collateral, as applicable, in any foreclosure proceeding or action (or any similar proceeding or action under the law of the relevant jurisdiction)action;

Claimholders Permitted Actions. Anything to the contrary in Sections 3.1, 3.2 this Section 3 notwithstanding with respect to the rights and 3.3 notwithstanding, each remedies of the Term Collateral Agent, the other Agent and Term Loan Claimholders, the Revolving Collateral Term Agent and the other Revolving Claimholders any Term Loan Claimholder may, but shall not be obligated to: (a) if an Insolvency Proceeding has been commenced by or against any GrantorObligor, file a proof of claim or statement of interest with respect to the Term Collateral or the Revolving Collateral, as the case may be, or otherwise with respect to the Term Obligations or the Revolving Loan Obligations, as the case may be, in each case, in a manner not inconsistent with the priority status of the Liens under the terms of this Agreement; (b) take any action (not adverse to the priority status of the Liens on the Senior Priority Collateral of the Collateral Agent and other Claimholders of the other Classother, or the rights of the Collateral Agent or any other Claimholders of the other Class to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve, preserve or protect or prove (but, subject to Section 3.1(a) or 3.2(a), as the case may be, not enforce) its Lien on its Term Collateral or Revolving Collateral, as the case may be, in each case, and to the extent not inconsistent with the terms of this AgreementCollateral; (c) exercise any rights or remedies available to unsecured creditors which are not in violation of or inconsistent with this Agreement, or file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of its the claims or of Term Loan Claimholders, including any claims of secured by the other Claimholders of its Class or the avoidance of any Liens on any Collateral securing any Obligations of its ClassCollateral, in each case, to the extent not inconsistent with the terms of this Agreementif any; (d) file to accelerate any pleadings, objections, motions or agreements that assert rights or interests available to unsecured creditors of the Grantors arising under Bankruptcy Law or other applicable law, in each case not inconsistent with or prohibited by the terms of this Agreement; provided that any judgment Lien obtained in connection therewith shall be subject to the relative Lien priorities set forth in this AgreementTerm Loan Obligations; (e) vote on any Plan plan of Reorganization, file any proof of claim and make other filings reorganization and make any arguments filings and motionsmotions that are, in each case to the extent case, not inconsistent with in contravention of, the terms of this Agreement (including Section 6.8(b))with respect to the Term Loan Obligations or the ABL Obligations and the Collateral; (f) join (but not exercise any of its control with respect to) any judicial foreclosure proceeding or other rights or remedies referred judicial lien enforcement proceeding with respect to in Section 3.1(a) or 3.2(a), as the case may be, after the expiration Collateral of the Term Standstill Period or Revolving Standstill Period, as applicable, or in Section 3.7 or 3.8 other party initiated by such party 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 Exercise of Secured Creditor Remedies by such other party (it being understood that with respect to the Collateral neither Term Agent nor any Term Loan Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted thereby;herein; and (g) make a cash bid on all or Exercise any portion of its Term Collateral or Revolving Collateral, as applicable, in any foreclosure proceeding or action (or any similar proceeding or action under Secured Creditor Remedies after the law termination of the relevant jurisdiction);Standstill Period if and to the extent specifically permitted by Section 3.1.

Claimholders Permitted Actions. Anything to the contrary in Sections 3.1, 3.1 and 3.2 and 3.3 notwithstanding, each of the Term Collateral Agent, the other Term Claimholders, the Revolving ABL Collateral Agent and the other Revolving ABL Claimholders may, but shall not be obligated to: (a) if an Insolvency Proceeding has been commenced by or against the Borrower or any other Grantor, file a proof of claim or statement of interest with respect to the Term Collateral or the Revolving ABL Collateral, as the case may be, or otherwise with respect to the Term Obligations or the Revolving ABL Obligations, as the case may be, in each case, in a manner not inconsistent with the priority status of the Liens under the terms of this Agreement; (b) take any action (not adverse to the priority status of the Liens on the Senior Priority Collateral of the Collateral Agent and other Claimholders of the other Class, or the rights of the Collateral Agent or any other Claimholders of the other Class to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve, protect or prove (but, subject to Section 3.1(a) or 3.2(a), as the case may be, not enforce) its Lien on its Term Collateral or Revolving ABL Collateral, as the case may be, in each case, to the extent not inconsistent with the terms of this Agreement; (c) file any necessary or appropriate 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 its claims or any claims of the other Claimholders of its Class or the avoidance of any Liens on any Collateral securing any Obligations of its Class, in each case, to the extent not inconsistent with the terms of this Agreement; (d) file any pleadings, objections, motions or agreements that assert rights or interests available to unsecured creditors of the Grantors arising under Bankruptcy Debtor Relief Law or other applicable law, in each case not inconsistent with or prohibited by the terms of this Agreement; provided that any judgment Lien obtained in connection therewith shall be subject to the relative Lien priorities set forth in this Agreement; (e) vote on any Plan of Reorganization, file any proof of claim and make other filings and make any arguments and motions, in each case to the extent not inconsistent with the terms of this Agreement (including Section 6.8(b))Agreement; (f) exercise any of its other rights or remedies referred to in Section 3.1(a) or 3.2(a), as the case may be, after the expiration of the Term Standstill Period or Revolving ABL Standstill Period, as applicable, or in Section 3.7 or 3.8 to the extent permitted thereby; (g) make a cash bid on all or any portion of its the Term Collateral or Revolving the ABL Collateral, as applicable, in any foreclosure proceeding or action action; (h) make a credit bid on all or any similar portion of the Term Collateral or the ABL Collateral, as applicable, provided that any Senior Obligations secured by Senior Liens on such Collateral are discharged prior to or in connection with any such credit bid; (i) join in (but not exercise any control with respect to) any judicial foreclosure proceeding or action under other judicial lien enforcement proceeding with respect to the law Senior Priority Collateral of the relevant jurisdictionother Class initiated by any Claimholder of the other Class 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 Exercise of Secured Creditor Remedies by the Claimholders of other Class (it being understood that (i) with respect to ABL Priority Collateral, neither the Term Collateral Agent nor any other Term Claimholder shall be entitled to receive any Proceeds thereof unless otherwise expressly permitted herein and (ii) with respect to the Term Priority Collateral, neither the ABL Collateral Agent nor any other ABL Claimholder shall be entitled to receive any Proceeds thereof unless otherwise expressly permitted herein); (j) engage or retain consultants, valuation firms, appraisers, investment bankers and accountants, and perform or engage third parties to perform audits, examinations and appraisals of any Collateral, for the sole purpose of valuing such Collateral and not for the purpose of marketing or conducting a Disposition of such Collateral; provided, however, that the Junior Claimholders with respect to any Collateral shall not take any of the foregoing actions if such actions would interfere in any material respect with the enforcement by the Senior Claimholders with respect to such Collateral of their Senior Liens; and (k) commence, or join in filing of a petition for the commencement of, any involuntary Insolvency Proceeding of the type described in clause (a), (b) or (d) of the definition of such term or exercise any of its rights during any Insolvency Proceeding to the extent expressly permitted by Section 6. Except as expressly set forth in this Agreement (including Sections 3.1(a), 3.2(a), 3.4 and 6), each Term Claimholder and each ABL Claimholder shall have any and all rights and remedies it may have as a creditor (including as an unsecured creditor) under any applicable law, including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral (and any judgment Lien obtained in connection therewith or otherwise) shall be subject to the Lien priorities set forth herein and to the provisions of this Agreement. The ABL Collateral Agent and the other ABL Claimholders may enforce the provisions of the ABL Loan Documents, the Term Collateral Agent and the other Term Claimholders may enforce the provisions of the Term Loan Documents, and the Collateral Agents and the other Claimholders may Exercise any Secured Creditor Remedies, all in such order and in such manner as they may determine in the exercise of their sole discretion, consistent with the terms of this Agreement (including Sections 2, 3 and 6) and mandatory provisions of applicable law; provided, however, that each of the ABL Collateral Agent and the Term Collateral Agent agrees to provide to the other (x) an Enforcement Notice prior to its Exercise of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to the Borrower or any other Grantor; provided further, however, that the ABL Collateral Agent’s failure to provide copies of any such notices to the Term Collateral Agent shall not impair any of the ABL Collateral Agent’s or other ABL Claimholders’ rights hereunder or under any of the ABL Loan Documents, and the Term Collateral Agent’s failure to provide copies of any such notices to the ABL Collateral Agent shall not impair any of the Term Collateral Agent’s or any other Term Claimholders’ rights hereunder or under any of the Term Loan Documents. Each of the Term Collateral Agent, for itself and on behalf of each other Term Claimholder, and the ABL Collateral Agent, for itself and on behalf of each other ABL Claimholder, agrees that it and its related Claimholders will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Term Collateral Agent and each other Term Claimholder, against either the ABL Collateral Agent or any other ABL Claimholder, and in the case of the ABL Collateral Agent and each other ABL Claimholder, against either the Term Collateral Agent or any other Term Claimholder, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Persons shall be liable for any such action taken or omitted to be taken.

Claimholders Permitted Actions. Anything to the contrary in Sections 3.1, 3.1 and 3.2 and 3.3 notwithstanding, each of the Term Fixed Asset Collateral AgentAgents, the other Term Fixed Asset Claimholders, the Revolving Collateral Administrative Agent and the other Revolving Claimholders may, but shall not be obligated to: (a) if an Insolvency Proceeding has been commenced by or against the Company or any other Grantor, file a proof of claim or statement of interest with respect to the Term Fixed Asset Collateral or the Revolving Collateral, as the case may be, or otherwise with respect to the Term Fixed Asset Obligations or the Revolving Obligations, as the case may be, in each case, in a manner not inconsistent with the priority status of the Liens under the terms of this Agreement; (b) take any action (not adverse to the priority status of the Liens on the Senior Priority Collateral of the Collateral Agent and other Claimholders of the other Class, or the rights of the Collateral Agent or any other Claimholders of the other Class to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve, protect or prove (but, subject to Section 3.1(a) or 3.2(a), as the case may be, not enforce) its Lien on its Term Fixed Asset Collateral or Revolving Collateral, as the case may be, in each case, to the extent not inconsistent with the terms of this Agreement; (c) file any necessary or appropriate 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 its claims or any claims of the other Claimholders of its Class or the avoidance of any Liens on any Collateral securing any Obligations of its Class, in each case, to the extent not inconsistent with the terms of this Agreement; (d) file any pleadings, objections, motions or agreements that assert rights or interests available to unsecured creditors of the Grantors arising under Bankruptcy Law or other applicable law, in each case not inconsistent with or prohibited by the terms of this Agreement; provided that any judgment Lien obtained in connection therewith shall be subject to the relative Lien priorities set forth in this Agreement; (e) vote on any Plan of Reorganization, file any proof of claim and make other filings and make any arguments and motions, in each case to the extent not inconsistent with the terms of this Agreement (including Section 6.8(b))Agreement; (f) exercise any of its other rights or remedies referred to in Section 3.1(a) or 3.2(a), as the case may be, after the expiration of the Term Fixed Asset Standstill Period or Revolving Standstill Period, as applicable, or in Section 3.7 or 3.8 to the extent permitted thereby; (g) make a cash bid on all or any portion of its Term Fixed Asset Collateral or Revolving Collateral, as applicable, in any foreclosure proceeding or action action; (h) make a credit bid on all or any similar portion of its Fixed Asset Collateral or Revolving Collateral, as applicable, provided that any Senior Obligations secured by Senior Liens on such Collateral are discharged in cash prior to or in connection with any such credit bid; (i) join in (but not exercise any control with respect to) any judicial foreclosure proceeding or action under other judicial lien enforcement proceeding with respect to the law Senior Priority Collateral of the relevant jurisdictionother Class initiated by any Claimholder of the other Class 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 Exercise of Secured Creditor Remedies by the Claimholders of other Class (it being understood that (i) with respect to Revolving Priority Collateral, none of the Fixed Asset Collateral Agents and none of the other Fixed Asset Claimholders shall be entitled to receive any Proceeds thereof unless otherwise expressly permitted herein and (ii) with respect to the Fixed Asset Priority Collateral, neither the Revolving Administrative Agent nor any other Revolving Claimholder shall be entitled to receive any Proceeds thereof unless otherwise expressly permitted herein); (j) engage or retain consultants, valuation firms, appraisers, investment bankers and accountants, and perform or engage third parties to perform audits, examinations and appraisals of any Collateral, for the sole purpose of valuing such Collateral and not for the purpose of marketing or conducting a Disposition of such Collateral; provided, however, that the Junior Claimholders with respect to any Collateral shall not take any of the foregoing actions if such actions would interfere in any material respect with the enforcement by the Senior Claimholders with respect to such Collateral of their Senior Liens; and (k) commence, or join in filing of a petition for the commencement of, any involuntary Insolvency Proceeding of the type described in clause (a), (b) or (d) of the definition of such term or exercise any of its rights during any Insolvency Proceeding to the extent expressly permitted by Section 6. Except as expressly set forth in this Agreement (including Sections 3.1(a), 3.2(a), 3.4 and 6), each Fixed Asset Claimholder and each Revolving Claimholder shall have any and all rights and remedies it may have as a creditor (including as an unsecured creditor) under any applicable law, including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral (and any judgment Lien obtained in connection therewith or otherwise) shall be subject to the Lien priorities set forth herein and to the provisions of this Agreement. The Revolving Administrative Agent and the other Revolving Claimholders may enforce the provisions of the Revolving Loan Documents, the Fixed Asset Collateral Agents and the other Fixed Asset Claimholders may enforce the provisions of their respective Fixed Asset Documents and the Collateral Agents and the other Claimholders may Exercise any Secured Creditor Remedies, all in such order and in such manner as they may determine in the exercise of their sole discretion, consistent with the terms of this Agreement (including Sections 2, 3 and 6) and mandatory provisions of applicable law; provided, however, that the Revolving Administrative Agent agrees to provide to each Fixed Asset Collateral Agent, and the Designated Fixed Asset Collateral Agent agrees to provide to the Revolving Administrative Agent (x) an Enforcement Notice prior to any Exercise of Secured Creditor Remedies by it and (y) copies of any notices that it is required under applicable law to deliver to the Company or any other Grantor; provided further, however, that the Revolving Administrative Agent’s failure to provide copies of any such notices to the Fixed Asset Collateral Agents shall not impair any of the Revolving Administrative Agent’s or any other Revolving Claimholder’s rights hereunder or under any of the Revolving Loan Documents and the Designated Fixed Asset Collateral Agent’s failure to provide copies of any such notices to the Revolving Administrative Agent shall not impair its or any of the other Fixed Asset Collateral Agents’ or any other Fixed Asset Claimholder’s rights hereunder or under any of the Fixed Asset Documents. Each of the Fixed Asset Collateral Agents, for itself and on behalf of each other Fixed Asset Claimholder represented by it, and the Revolving Administrative Agent, for itself and on behalf of each other Revolving Claimholder, agrees that it and its related Claimholders will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Fixed Asset Collateral Agents and each other Fixed Asset Claimholder represented by it, against either the Revolving Administrative Agent or any other Revolving Claimholder, and in the case of the Revolving Administrative Agent and each other Revolving Claimholder, against either the Fixed Asset Collateral Agents or any other Fixed Asset Claimholder, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Persons shall be liable for any such action taken or omitted to be taken.

Claimholders Permitted Actions. Anything to the contrary in Sections 3.1, 3.1 and 3.2 and 3.3 notwithstanding, each of the Term Collateral Agent, the other Term Claimholders, the Revolving Notes Collateral Agent and the other Revolving Claimholders Agent may, but shall not be obligated to: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a proof of claim or statement of interest with respect to the Term its Collateral or the Revolving Collateral, as the case may be, or otherwise with respect to the Term Notes Obligations or the Revolving Obligations, as the case may be, in each case, in a manner not inconsistent with the priority status of the Liens under the terms of this Agreement; (b) take any action (not adverse to the priority status of the Liens on the Senior Priority Collateral of the Collateral Agent and other Claimholders of the other Classother, or the rights of the Collateral Agent other or any other Claimholders of the other Class to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve, preserve or protect or prove (but, subject to Section 3.1(a) or 3.2(a), as the case may be, but not enforce) its Lien on in and to its Term Collateral or Revolving Collateral, as the case may be, in each case, to the extent not inconsistent with the terms of this Agreement; (c) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of its claims or its Claimholders; (d) make any claims of the other Claimholders of its Class or the avoidance of any Liens on any Collateral securing any Obligations of its Classarguments and motions that are, in each case, in accordance with, the terms of this Agreement; and (e) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Priority Collateral of the other party initiated by such other party to the extent that any such action could not inconsistent reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by such other party (it being understood that, (a) with respect to Revolving Priority Collateral, neither Notes Collateral Agent nor any Notes Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein and (b) with respect to Notes Priority Collateral, neither Revolving Agent nor any Revolving Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein). Anything to the contrary in Sections 3.1 and 3.2 notwithstanding, each of the holders of the Notes and each Revolving Claimholder may vote on any plan of reorganization. Except as expressly set forth in this Agreement, each Notes Claimholder and each Revolving Claimholder shall have any and all rights and remedies it may have as a creditor under any applicable law, including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral (and any judgment Lien obtained in connection therewith) shall be subject to the Lien priorities set forth herein and to the provisions of this Agreement. Subject to Section 3.7, the Revolving Agent may enforce the provisions of the Revolving Loan Documents, the Notes Collateral Agent may enforce the provisions of the Notes Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law; provided, however, that each of the Revolving Agent and the Notes Collateral Agent agrees to provide to the other (x) an Enforcement Notice prior to its Exercise of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to Headwaters, or any Grantor; provided further, however, that the Revolving Agent’s failure to provide copies of any such notices to the Notes Collateral Agent shall not impair any of the Revolving Agent’s rights hereunder or under any of the Revolving Loan Documents and the Notes Collateral Agent’s failure to provide copies of any such notices to the Revolving Agent shall not impair any of the Notes Collateral Agent’s rights hereunder or under any of the Notes Documents. Each of the Notes Collateral Agent, each Notes Claimholder, the Revolving Agent and each Revolving Claimholder agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the Notes Collateral Agent and each Notes Claimholder, against either the Revolving Agent or any other Revolving Claimholder, and in the case of the Revolving Agent and each other Revolving Claimholder, against either the Notes Collateral Agent or any other Notes Claimholder, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such person with respect to the Collateral which is consistent with the terms of this Agreement; (d) file any pleadings, objections, motions or agreements that assert rights or interests available to unsecured creditors and none of the Grantors arising under Bankruptcy Law or other applicable law, in each case not inconsistent with or prohibited by the terms of this Agreement; provided that any judgment Lien obtained in connection therewith such parties shall be subject liable for any such action taken or omitted to the relative Lien priorities set forth in this Agreement; (e) vote on any Plan of Reorganization, file any proof of claim and make other filings and make any arguments and motions, in each case to the extent not inconsistent with the terms of this Agreement (including Section 6.8(b)); (f) exercise any of its other rights or remedies referred to in Section 3.1(a) or 3.2(a), as the case may be, after the expiration of the Term Standstill Period or Revolving Standstill Period, as applicable, or in Section 3.7 or 3.8 to the extent permitted thereby; (g) make a cash bid on all or any portion of its Term Collateral or Revolving Collateral, as applicable, in any foreclosure proceeding or action (or any similar proceeding or action under the law of the relevant jurisdiction);be taken.

Claimholders Permitted Actions. Anything to the contrary in Sections 3.1, 3.2 and 3.3 this Section 3 notwithstanding, each of the Term Collateral ABL Agent, the other any ABL Claimholder, Term Claimholders, the Revolving Collateral Agent and the other Revolving Claimholders any Term Loan Claimholder may, but shall not be obligated to: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a proof of claim or statement of interest with respect to the Term Collateral or the Revolving Collateral, as the case may be, or otherwise with respect to the Term ABL Obligations or the Revolving Term Loan Obligations, as the case may be, in each case, in a manner not inconsistent with the priority status of the Liens under the terms of this Agreementapplicable; (b) take any action (not adverse to the priority status of the Liens on the Senior Priority Collateral of the Collateral Agent and other Claimholders of the other Classother, or the rights of the Collateral Agent or any other Claimholders of the other Class to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve, protect create or prove (but, subject to Section 3.1(a) or 3.2(a), as the case may be, not enforce) perfect its Lien on its Term Collateral or Revolving Collateral, as the case may be, in each case, and to the extent not inconsistent with the terms of this AgreementCollateral; (c) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of its the claims of Term Loan Claimholders or ABL Claimholders, as applicable, including any claims of secured by the other Claimholders of its Class or the avoidance of any Liens Collateral, if any; (d) vote on any Collateral securing plan of reorganization and make any Obligations of its Classfilings and motions that are, in each case, to the extent not inconsistent with in contravention of, the terms of this Agreement; (d) file any pleadings, objections, motions or agreements that assert rights or interests available to unsecured creditors of the Grantors arising under Bankruptcy Law or other applicable law, in each case not inconsistent with or prohibited by the terms of this Agreement; provided that any judgment Lien obtained in connection therewith shall be subject respect to the relative Lien priorities set forth in this AgreementTerm Loan Obligations, or ABL Obligations, as applicable, and the Collateral; (e) vote on join (but not exercise any Plan control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Priority Collateral of Reorganization, file any proof of claim and make the other filings and make any arguments and motions, in each case party initiated by such party to the extent that any such action could not inconsistent reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the terms Exercise of this Agreement Secured Creditor Remedies by such other party (including Section 6.8(bit being understood that, (i) with respect to the ABL Priority Collateral neither Term Agent nor any Term Loan Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein; and (ii) with respect to the Term Loan Priority Collateral neither ABL Agent nor any ABL Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein));; and (f) exercise Exercise any of its other rights or remedies referred to in Section 3.1(a) or 3.2(a), as the case may be, Secured Creditor Remedies after the expiration termination of the Term Standstill Period or Revolving Standstill Period, as applicable, or in Section 3.7 or 3.8 if and to the extent specifically permitted thereby; (g) make a cash bid on all or any portion of its Term Collateral or Revolving Collateral, as applicable, in any foreclosure proceeding or action (or any similar proceeding or action under the law of the relevant jurisdiction);by Section 3.1.

Claimholders Permitted Actions. Anything to the contrary in Sections 3.1, 3.1 and 3.2 and 3.3 notwithstandingnot- withstanding, each of the Term Collateral Agent, Agents and the other Term Claimholders, the ABL Revolving Collateral Agent and the other Revolving Claimholders may, but shall not be obligated to: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a proof of claim or statement of interest with respect to the Term its Collateral or the Revolving Collateral, as the case may be, or otherwise with respect to the Term Obligations or the ABL Revolving Obligations, as the case may be, or otherwise file any pleadings, objections, motions or agreements which assert rights or interests available to un- secured creditors of such Grantor arising under any Insolvency Proceeding or applicable non- bankruptcy law, in each case, in a manner case not inconsistent with the priority status of the Liens under the terms of this AgreementAgreement or applicable law (including the Bankruptcy Code, the BIA, the CCAA or other comparable laws of any applicable jurisdiction); (b) take any action (not adverse to the priority status of the Liens on the Senior Priority Collateral of the Collateral Agent and other Claimholders of the other Class, or the rights of the Collateral Agent or any other Claimholders of the other Class to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve, preserve or protect or prove (but, subject to Section 3.1(a) or 3.2(a), as the case may be, but not enforce) its Lien on in and to its Term Collateral or Revolving Collateral, as the case may be, in each case, except to the extent not inconsistent with the terms of this Agreementprovisions hereof; (c) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance or subordination of its claims or any claims of the other Claimholders those of its Class Claimholders or the avoidance of its Liens; (d) make any Liens on any Collateral securing any Obligations of its Classarguments and motions that are, in each case, to the extent not inconsistent in accordance with the terms of this Agreement; (de) file join (but not exercise any pleadings, objections, motions control with respect to) any judicial foreclosure pro- ceeding or agreements that assert rights or interests available other judicial lien enforcement proceeding with respect to unsecured creditors the Priority Collateral of the Grantors arising other party initiated by such other party (it being understood that, (a) with respect to ABL Re- volving Priority Collateral, until the Discharge of the ABL Revolving Obligations has occurred, neither the Term Agents nor any Term Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein and (b) with respect to the Notes Priority Col- lateral, until the Discharge of the Term Obligations has occurred, neither the ABL Revolving Col- lateral Agent nor any ABL Revolving Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and (f) take any action described in clauses (i) through (x) of the definition of Exercise of Secured Creditor Remedies Anything to the contrary in Sections 3.1 and 3.2 notwithstanding, in any Insolvency Proceeding, the Term Claimholders and ABL Revolving Claimholders may vote (in accordance with the respective Term Documents and ABL Revolving Loan Documents) on any plan of reorganization, except to the ex- tent inconsistent with the provisions hereof. Except as expressly set forth in this Agreement, each Term Agent on behalf of each applicable Term Claimholder and the ABL Revolving Collateral Agent on behalf of each ABL Revolving Claim- holder shall have any and all rights and remedies it may have as a secured creditor under Bankruptcy Law or other any applicable law, in each case not inconsistent including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exer- cise of Secured Creditor Remedies with or prohibited by respect to the terms of this Agreement; provided that Collateral (and any judgment Lien obtained in connection therewith con- nection therewith) shall be subject to the relative Lien priorities set forth in herein and to the provisions of this Agreement; (e) vote on any Plan . Subject to Section 3.7, the ABL Revolving Collateral Agent may enforce the provisions of Reorganizationthe ABL Revolving Loan Documents, file any proof each Term Agent may enforce the provisions of claim and make other filings and make any arguments and motions, in each case to the extent not inconsistent with the terms of this Agreement (including Section 6.8(b)); (f) exercise any of its other rights or remedies referred to in Section 3.1(a) or 3.2(a)Term Docu- ments, as the case may be, after and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the expiration exercise of its sole discretion, consistent with the terms of this Agreement and mandatory provisions of applicable law; provided, however, that each of the ABL Revolving Collateral Agent and each Term Agent agrees to provide to the other (x) an Enforcement No- xxxx prior to its Exercise of Secured Creditor Remedies and (y) copies of any notices that it is required under applicable law to deliver to the Company or any other Grantor in connection with any Exercise of Secured Creditor Remedies; provided further, however, that the ABL Revolving Collateral Agent’s fail- ure to provide copies of any such notices to the applicable Term Agent shall not impair any of the ABL Revolving Collateral Agent’s rights hereunder or under any of the ABL Revolving Loan Documents and the applicable Term Agent’s failure to provide copies of any such notices to the ABL Revolving Collat- eral Agent shall not impair any of the Term Standstill Period Agents’ rights hereunder or under any of the Term Docu- ments. Each of the Term Agent on behalf of each Term Claimholder and the ABL Revolving Standstill PeriodCollateral Agent for itself and on behalf of each ABL Revolving Claimholder agrees that it will not institute any suit or other proceeding or assert in any suit, as applicableInsolvency Proceeding or other proceeding any claim, in the case of each Term Agent and each Term Claimholder, against either the ABL Revolving Collateral Agent or any other ABL Revolving Claimholder, and in Section 3.7 the case of the ABL Revolving Collateral Agent and each other ABL Revolving Claimholder, against any Term Agent or 3.8 any other Term Claimholder, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such person with respect to the extent permitted thereby; (g) make a cash bid on all Collateral which is consistent with the terms of this Agreement, and none of such parties shall be liable for any such action taken or any portion of its Term Collateral or Revolving Collateral, as applicable, in any foreclosure proceeding or action (or any similar proceeding or action under the law of the relevant jurisdiction);omitted to be taken.

Claimholders Permitted Actions. Anything to the contrary in Sections 3.1, 3.1 and 3.2 and 3.3 notwithstanding, each of the Term Notes Collateral Agent, the other Term Claimholders, Agent and the Revolving Collateral Agent and the other Revolving Claimholders may, but shall not be obligated to: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a proof of claim or statement of interest with respect to the Term its Collateral or the Revolving Collateral, as the case may be, or otherwise with respect to the Term Notes Obligations or the Revolving Obligations, as the case may be, or otherwise file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of such Grantor arising under any Insolvency Proceeding or applicable non-bankruptcy law, in each case, in a manner case not inconsistent with the priority status of the Liens under the terms of this AgreementAgreement or applicable law (including the Bankruptcy Code or other comparable laws of any applicable jurisdiction); (b) take any action (not adverse to the priority status of the Liens on the Senior Priority Collateral of the Collateral Agent and other Claimholders of the other Classother, or the rights of the Collateral Agent other or any other Claimholders of the other Class to Exercise any Secured Creditor Remedies) in order to create, perfect, preserve, preserve or protect or prove (but, subject to Section 3.1(a) or 3.2(a), as the case may be, but not enforce) its Lien on in and to its Term Collateral or Revolving Collateral, as the case may be, in each case, to the extent not inconsistent with the terms of this Agreement; (c) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance or subordination of its claims or any claims of the other its Claimholders of its Class or the avoidance of its Liens; (d) make any Liens on any Collateral securing any Obligations of its Classarguments and motions that are, in each case, to the extent not inconsistent with in accordance with, the terms of this Agreement; (de) file join (but not exercise any pleadings, objections, motions control with respect to) any judicial foreclosure proceeding or agreements that assert rights or interests available other judicial lien enforcement proceeding with respect to unsecured creditors the Priority Collateral of the Grantors arising other party initiated by such other party to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay or otherwise interfere with the Exercise of Secured Creditor Remedies by such other party (it being understood that, (a) with respect to Revolving Priority Collateral, neither Notes Collateral Agent nor any Notes Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein and (b) with respect to Notes Priority Collateral, neither Revolving Collateral Agent nor any Revolving Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and (f) take any action described in clauses (i) through (viii) of the definition of Exercise of Secured Creditor Remedies. Anything to the contrary in Sections 3.1 and 3.2 notwithstanding, each Notes Claimholder and each Revolving Claimholder may vote on any plan of reorganization. Except as expressly set forth in this Agreement, each Notes Claimholder and each Revolving Claimholder shall have any and all rights and remedies it may have as a creditor under Bankruptcy Law or other any applicable law, in each case not inconsistent including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with or prohibited by respect to the terms of this Agreement; provided that Collateral (and any judgment Lien obtained in connection therewith therewith) shall be subject to the relative Lien priorities set forth in herein and to the provisions of this Agreement; (e) vote on . Subject to Section 3.7, the Revolving Collateral Agent may enforce the provisions of the Revolving Loan Documents, the Notes Collateral Agent may enforce the provisions of the Notes Documents and each may Exercise any Plan Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of Reorganizationits sole discretion, file any proof of claim and make other filings and make any arguments and motions, in each case to the extent not inconsistent consistent with the terms of this Agreement and mandatory provisions of applicable law; provided, however, that each of the Revolving Collateral Agent and the Notes Collateral Agent agrees to provide to the other (including Section 6.8(b)); x) an Enforcement Notice prior to its Exercise of Secured Creditor Remedies and (fy) exercise copies of any notices that it is required under applicable law to deliver to any Grantor; provided further, however, that the Revolving Collateral Agent’s failure to provide copies of any such notices to the Notes Collateral Agent shall not impair any of its the Revolving Collateral Agent’s rights hereunder or under any of the Revolving Loan Documents and the Notes Collateral Agent’s failure to provide copies of any such notices to the Revolving Collateral Agent shall not impair any of the Notes Collateral Agent’s rights hereunder or under any of the Notes Documents. Each of the Notes Collateral Agent, each Notes Claimholder, the Revolving Collateral Agent and each Revolving Claimholder agrees that it will not institute any suit or other rights proceeding or remedies referred to assert in Section 3.1(a) any suit, Insolvency Proceeding or 3.2(a)other proceeding any claim, as in the case may be, after the expiration of the Term Standstill Period Notes Collateral Agent and each Notes Claimholder, against either the Revolving Collateral Agent or any other Revolving Standstill PeriodClaimholder, as applicableand in the case of the Revolving Collateral Agent and each other Revolving Claimholder, against either the Notes Collateral Agent or in Section 3.7 any other Notes Claimholder, seeking damages from or 3.8 other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such person with respect to the extent permitted thereby; (g) make a cash bid on all Collateral which is consistent with the terms of this Agreement, and none of such parties shall be liable for any such action taken or any portion of its Term Collateral or Revolving Collateral, as applicable, in any foreclosure proceeding or action (or any similar proceeding or action under the law of the relevant jurisdiction);omitted to be taken.