Common use of Filing of Motions Clause in Contracts

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative or any other First Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative may (i) file a proof of claim in an Insolvency Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby.

Filing of Motions. Until the First Priority Discharge of First-Lien Obligations Payment Date has occurred, the Second Priority each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Second Priority Junior-Lien Secured Parties that no Second Priority Junior-Lien Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, in each case including without limitation any such action that (a) violates, or is prohibited by, this Section 5 Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Junior-Lien Authorized Representative, the Junior-Lien Collateral Agents or Junior-Lien Secured Parties, in whole or in part, as a result of their interest in the Common Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative any First-Lien Collateral Agent or any other First Priority First-Lien Secured Party with respect to the Common Shared Collateral, or the extent to which the First Priority First-Lien Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Designated Junior-Lien Authorized Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition to of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any the claims of the Second Priority Junior-Lien Secured Parties on the Common Shared Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents imposed hereby.

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Representative or Second Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral or in the Second Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative or any other First Priority Secured Party with respect to the Common CollateralParty, or the extent to which the First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative may (i) file a proof of claim in an Insolvency Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common CollateralProceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby.

Filing of Motions. Until Except as otherwise set forth in this Agreement, until the First Priority Senior Obligations Payment Date has occurred, the Second Priority Junior Representative agrees on behalf of itself and the other Second Priority Junior Secured Parties that no Second Priority Junior Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured PartiesSenior Collateral, in whole or in partincluding, as a result of their interest in without limitation, with respect to the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims held by the First Priority Senior Representative (including the validity and enforceability thereof) or any other First Priority Senior Secured Party with in respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims of any Senior Collateral or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwiseotherwise without the prior written consent of the Senior Representative; provided that that, the Second Priority Junior Representative or any other Junior Secured Party may (i) file a proof of claim in an Insolvency Proceeding and Proceeding, (ii) file any necessary responsive or defensive pleadings in opposition to of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any Person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Junior Secured Parties on the Common Senior Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Junior Representative imposed hereby, (iii) file any reasonably necessary pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under either the Bankruptcy Code or applicable non-bankruptcy law, in each case, if not otherwise in contravention of the terms of this Agreement, (iv) make any reasonably necessary arguments and motions in order to preserve or protect their Liens on the Collateral that are, in each case, not otherwise in contravention of the terms of this Agreement, with respect to the Junior Obligations and the Collateral, (v) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period, to the extent permitted by this Agreement, (vi) vote on any plan of reorganization in any Insolvency Proceeding, to the extent not prohibited by the provisions hereof and (vii) present a cash bid at any hearing, or with respect to any disposition of Collateral, under Section 363 of the Bankruptcy Code.

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the each Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties represented by it that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the any First Priority Representative or any other First Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative may (i) file a proof of claim in an Insolvency Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby. Each First Priority Representative agrees on behalf of itself and the other First Priority Secured Parties represented by it that no First Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that challenges the validity, priority, enforceability or voidability of any Liens or claims held by any Second Priority Representative or any other Second Priority Secured Party, or the extent to which the Second Priority Obligations constitute secured claims under Section 506(a) of the Bankruptcy Code or otherwise.

Filing of Motions. Until the First Priority Discharge of Senior Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Representative or Second Priority Secured Parties, in whole or in part, as a result of their interest in the Common Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative Senior Collateral Agent or any other First Priority Senior Secured Party with respect to the Common Shared Collateral, or the extent to which the First Priority Senior Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition to of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any the claims of the Second Priority Secured Parties on the Common Shared Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby.

Filing of Motions. Until the First Priority Obligations Payment Date has occurred (and, in the case of the Junior Priority Representative and the other Junior Priority Secured Parties, until both the First Priority Obligations Payment Date and the Second Lien Obligations Payment Date have occurred), (a) the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, that in each case that (ai) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (bii) asserts any right, benefit or privilege that arises in favor of the Second Priority Representative or Second Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral or in the Second Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (ciii) challenges relates in any way to the validity, priority, enforceability or voidability determination of any Liens or claims held by the First Priority Representative (including the validity and enforceability thereof) or any other First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, and (b) the Junior Priority Representative agrees on behalf of itself and the other Junior Priority Secured Parties that no Junior Priority Secured Party shall, in or in connection with respect any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Junior Priority Representative or Junior Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral or in the Junior Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the Common Collateraldetermination of any Liens or claims held by (x) the First Priority Representative (including the validity and enforceability thereof) or any other First Priority Secured Party or (y) the Second Priority Representative (including the validity and enforceability thereof) or any other Second Priority Secured Party, or the extent to which the First Priority Obligations constitute secured value of any claims or the value thereof of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative and the Junior Priority Representative may (i) file a proof of claim in an Insolvency Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common CollateralProceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative or the Junior Priority Representative, as applicable, imposed hereby.

Filing of Motions. (a) Until the First Priority ABL Obligations Payment Date has occurred, the Second Priority Representative Indenture Agent agrees on behalf of itself and the other Second Priority Indenture Secured Parties that no Second Priority Indenture Secured Party shall, in or in connection with any Insolvency Proceeding, file take any action with respect to the ABL Priority Collateral or the validity or enforceability of any of the ABL Documents or any of the ABL Obligations thereunder, including by filing any pleadings or motions, take motions or taking any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, that in each case that (ai) violates, or is prohibited by, this Section 5 6 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (bii) asserts any right, benefit or privilege that arises in favor of the Second Priority Indenture Agent or Indenture Secured Parties, in whole or in part, as a result of their interest in the Common ABL Priority Collateral or in the Indenture Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (ciii) challenges relates in any way to the validity, priority, enforceability or voidability determination of any Liens or claims held by the First Priority Representative ABL Agent (including the validity and enforceability thereof) or any other First Priority ABL Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative Indenture Agent may (iA) file a proof of claim in an Insolvency Proceeding and (iiB) file any necessary responsive or defensive pleadings in opposition to of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any the claims of the Second Priority Indenture Secured Parties on the Common ABL Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative Indenture Agent imposed hereby. (b) Until the Indenture Obligations Payment Date has occurred, the ABL Agent agrees, on behalf of itself and the other ABL Secured Parties, that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Indenture Priority Collateral or the validity or enforceability of any of the Indenture Documents or any of the Indenture Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 6 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or the other ABL Secured Parties, in whole or in part, as a result of their interest in the Indenture Priority Collateral or in any ABL Lien on the Indenture Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Indenture Agent (including the validity and enforceability thereof) or any other Indenture Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the ABL Secured Parties on the Indenture Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Representative or Second Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral or in the Second Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative Creditor or any other First Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative may (i) file a proof of claim in an Insolvency Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common CollateralProceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby.

Filing of Motions. Until the First Priority Senior Obligations Payment Date has occurred, the Second Priority Junior Representative agrees on behalf of itself and the other Second Priority Junior Secured Parties that no Second Priority Junior Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured PartiesSenior Collateral, in whole or in partincluding, as a result of their interest in without limitation, with respect to the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims held by the First Priority Senior Representative (including the validity and enforceability thereof) or any other First Priority Senior Secured Party with in respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims of any Senior Collateral or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Junior Representative may (i) file a proof of claim in an Insolvency Proceeding (which proof of claim may assert any and all Junior Liens on the Senior Collateral), and (ii) file any necessary responsive or defensive pleadings in opposition to of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims Person objecting to or otherwise seeking the disallowance of the Second Priority claims (or any portions thereof, including any such claims for Post-Petition Interest) and/or Junior Liens of the Junior Secured Parties on the Common Senior Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Junior Representative imposed hereby. The provisions of this Section 5.1 are supplemental to, and shall not be interpreted or construed to limit or contradict the provisions of, Section 2.2 hereof, which shall continue to apply during any Insolvency Proceeding.

Filing of Motions. (a) Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself as a Second Priority Secured Party and the other Second Priority Secured Parties that no Second Priority Secured Party shall, and the Third Priority Representative agrees on behalf of itself and the other Third Priority Secured Parties that no Third Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured PartiesCommon Collateral, in whole or in partincluding, as a result of their interest in without limitation, with respect to the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims held by the First Priority Representative (including the validity and enforceability thereof) or any other First Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwiseotherwise in each such case if such action is inconsistent with the terms and limitations on the Second Priority Representative and the Third Priority Representative imposed hereby; provided that the Second Priority Representative and the Third Priority Representative may (i) file a proof of claim claims in an Insolvency Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common CollateralProceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative and the Third Priority Representative imposed hereby.

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), ) or (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the extent, validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative or any other First Priority Secured Party with respect to the Common CollateralParty, or the extent to which the First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative may (i) file a proof of claim or statement of interest in an Insolvency Proceeding and Proceeding, (ii) take any action (not adverse to the priority status of the First Priority Liens or the rights of the First Priority Secured Parties) in order to create, perfect, preserve or protect Liens or claims held by the Second Priority Representative or Second Priority Secured Parties, (iii) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion motion, adversary proceeding, or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims or Liens of the Second Priority Secured Parties on the Common Collateral, subject (iv) file any responsive or defensive pleadings, objections, motions or agreements that assert rights or interests available to unsecured creditors (including objections to the limitations contained in disallowance of claims of the Second Priority Secured Parties) not inconsistent with the terms of this Agreement and only if (v) vote on any plan of reorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance and consistent with the terms and the limitations on the Second Priority Representative imposed herebyof this Agreement.

Filing of Motions. Until Except as expressly set forth in this Article 6, until the First Priority Discharge of Term Loan Obligations Payment Date has occurred, the Second Priority Representative Notes Collateral Agent agrees on behalf of itself and the other Second Priority Notes Secured Parties that no Second Priority such Notes Secured Party shall, shall in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured PartiesCollateral, in whole or in partincluding, as a result of their interest in without limitation, with respect to the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims (including the validity and enforceability thereof) held by the First Priority Representative Term Loan Collateral Agent or any other First Priority Term Loan Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwiseany claims of such parties; provided that the Second Priority Representative each Notes Secured Party may (i) file a proof of claim claims in an any Insolvency Proceeding and that has been commenced by or against any Credit Party, (ii) file any necessary responsive a claim or defensive pleadings in opposition statement of interest with respect to any motion of the Notes Obligations owed to it in any Insolvency Proceeding that has been commenced by or other pleadings made against any Credit Party, (iii) file any pleading, motion, objection or agreement, and take any position at any hearing or proceeding, under any Insolvency Proceeding that has been commenced by or against any Person objecting Credit Party which asserts rights available to or otherwise seeking the disallowance unsecured creditors of any claims Credit Party arising under such Insolvency Proceeding or applicable non-bankruptcy law, in each case of the Second Priority Secured Parties on the Common Collateralforegoing clauses (i), (ii) and (iii), subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations imposed hereby on the Second Priority Representative imposed herebyNotes Secured Parties, and (iv) vote in favour of or against any plan of reorganization in an Insolvency Proceeding of any Credit Party.

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency ProceedingProceeding in respect of any Loan Party, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Representative or Second Priority Secured Parties, Parties in whole or in part, their capacity as secured creditors solely as a result of their interest in the Common Collateral or in the Second Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative or any other First Priority Secured Party with respect to the Common CollateralParty, or the extent to which the First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided provided, that the Second Priority Representative may (i) file a proof take the actions specifically set forth in Section 3.2. The First Priority Representative agrees on behalf of claim in an Insolvency Proceeding itself and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or the other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second First Priority Secured Parties on that no First Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that challenges the Common Collateralvalidity, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on priority, enforceability or voidability of any Liens or claims held by the Second Priority Representative imposed herebyor any other Second Priority Secured Party, or the extent to which the Second Priority Obligations constitute secured claims under Section 506(a) of the Bankruptcy Code or otherwise, except that the foregoing shall not limit the ability of any First Priority Secured Party to enforce the terms of this Agreement.

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency ProceedingProceeding with respect to any Loan Party, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Representative or Second Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral or in the Second Priority Lien (unless the assertion of such right is expressly permitted by not in violation of this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative or any other First Priority Secured Party with respect to the Common CollateralParty, or the extent to which the First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative may (i) file a proof claim or statement of claim interest in an Insolvency Proceeding and with respect to any Loan Party, (ii) file any necessary responsive or defensive pleadings in opposition to any motion motion, claim, adversary proceeding or other pleadings pleading made by any Person objecting to or otherwise seeking the disallowance of any the claims of the Second Priority Secured Parties Parties, including any claims secured by the Common Collateral, if any, or otherwise make any agreements or file any motions or objections pertaining to the claims of the Second Priority Secured Parties, in each case in accordance with and not inconsistent with the terms of this Agreement in order to create, perfect, preserve or protect its Liens on the Common Collateral, (iii) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under either any Insolvency Proceeding with respect to any Loan Party or applicable non- bankruptcy law and not inconsistent with the terms of this Agreement, (iv) make a bid on all or any portion of the Common Collateral in any foreclosure proceeding or action, including, for the avoidance of doubt and without limitation, any sale pursuant to Section 363 of the Bankruptcy Code, which bid shall include a cash portion at least equal to the First Priority Obligations and (v) take such other actions which are not adverse to the Liens and interests of the First Priority Secured Parties or otherwise inconsistent with the priorities of this Agreement (including as to releases and including under Section 3.1) to preserve and protect its second priority Lien on the Common Collateral, in each case with respect to the foregoing clauses (i) through (v), subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby.

Filing of Motions. Until the First Lien Priority Obligations Payment Date has occurred, the each Second Lien Priority Representative agrees on behalf of itself and the other Second Lien Priority Secured Parties that no Second Lien Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the such Second Lien Priority Representative or Second Lien Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral or in the Second Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Lien Priority Representative Representatives or any other First Lien Priority Secured Party with respect to the Common CollateralParty, or the extent to which the First Lien Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the each Second Lien Priority Representative may (ix) file a proof of claim in an Insolvency Proceeding and Proceeding, (iiy) take any action (not adverse to the priority status of the Liens on the Common Collateral, or the rights of any First Lien Priority Secured Party to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Common Collateral or (z) file any necessary responsive or defensive pleadings in opposition to any motion motion, claim, adversary proceeding or other pleadings pleading made by any Person objecting to or otherwise seeking the disallowance of any the claims of the Second Lien Priority Secured Parties on Parties, including any claims secured by the Common Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the such Second Lien Priority Representative imposed hereby.

Filing of Motions. Until the First Lien Senior Priority Obligations Payment Date has occurred, the Second each First Lien Junior Priority Representative agrees on behalf of itself and the other Second First Lien Junior Priority Secured Parties that no Second First Lien Junior Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second such First Lien Junior Priority Representative or First Lien Junior Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral or in the First Lien Junior Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Lien Senior Priority Representative Representatives or any other First Lien Senior Priority Secured Party with respect to the Common CollateralParty, or the extent to which the First Lien Senior Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second each First Lien Junior Priority Representative may (i) file a proof of claim in an Insolvency Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common CollateralProceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second such First Lien Junior Priority Representative imposed hereby.

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency ProceedingProceeding involving any Loan Party, file any pleadings pleading or motionsmotion, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured PartiesCommon Collateral, in whole or in part, as a result of their interest in including with respect to the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims (including the validity, priority and enforceability thereof) held by the First Priority Representative or any other First Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that (a) in any Insolvency Proceeding involving any Loan Party, the Second Priority Representative may (i) file a proof of claim in an Insolvency Proceeding or statement of interest with respect to the applicable Second Priority Liens and (iib) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Representative may take any such action (not adverse to the First Priority Liens on the Common Collateral securing the First Priority Obligations, or the rights of either the First Priority Representative or the other First Priority Secured Parties on to exercise remedies in respect thereof) to the extent required to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Common Collateral, subject in each case of (a) and (b) above, to the limitations contained extent such action is not inconsistent with, and could not result in this Agreement and only if consistent with a resolution inconsistent with, the terms and the limitations on the Second Priority Representative imposed herebyof this Agreement.

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees agrees, on behalf of itself and the other Second Priority Secured Parties Parties, that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured PartiesCommon Collateral, in whole or in partincluding, as a result of their interest in without limitation, with respect to the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims held by the First Priority Representative (including the validity and enforceability thereof) or any other First Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative may (i) file a proof of claim in an Insolvency Proceeding and (ii) file any necessary responsive or defensive pleadings may vote such claim in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance context of any claims a plan of the Second Priority Secured Parties on the Common Collateralreorganization in such Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby; provided, however, that the Second Priority Representative may file a proof of claim in an Insolvency Proceeding and may vote such claim in the context of a plan of reorganization in such Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby, and the Second Priority Representative may file a motion pursuant to Section 506(b) of the Bankruptcy Code.

Filing of Motions. Until During an Exclusive Enforcement Period, each of the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties agrees that no Second Priority Secured Party shallit shall not, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 6 (or, in the absence of an Insolvency Proceeding, that otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the any Second Priority Secured PartiesParty, in whole or in part, as a result of their its interest in the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative or any other First Priority Secured Party with respect to the Common CollateralParty, or the extent to which the First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the any Second Priority Representative Secured Party may (i) file a proof of claim in an Insolvency Proceeding and Proceeding, (ii) vote on any plan of reorganization (except with respect to the Second Priority Subordinated Obligations), (iii) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common CollateralRepresentative, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative Secured Parties imposed hereby, (iv) bid for and purchase First Priority Collateral or Second Priority Collateral at any private or judicial foreclosure sale thereof, including by credit bidding all or a portion of the Second Priority Obligations; provided that any such credit bid submitted on account of Second Priority Obligations provides for the payment in full in cash in immediately available funds of the First Priority Obligations (other than any Excess First Priority Obligations) and (v) subject to Section 2.1(b)(iv)(B), accelerate the Second Priority Obligations. The First Priority Representative agrees on behalf of itself and the other First Priority Secured Parties that no First Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that challenges the validity, priority, enforceability or voidability of any Liens or claims held by any Second Priority Secured Party, or the extent to which the Second Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise.

Filing of Motions. Until the First Priority Senior Obligations Payment Date has occurred, the Second Priority Junior Representative agrees on behalf of itself and the other Second Priority Junior Secured Parties that no Second Priority Junior Secured Party shall, absent the consent of the RCF Representative, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured Parties, in whole or in part, as a result of their interest in the Common Senior Collateral (unless the assertion of such right that is expressly not otherwise permitted by this Agreement) or (c) challenges Sections 3.1, 5.2 and 5.10, including, without limitation, with respect to the validity, priority, enforceability or voidability determination of any Liens or claims held by the First Priority Senior Representative (including the validity and enforceability thereof) or any other First Priority Senior Secured Party with Party, in each case, in respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims of any Senior Collateral or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Junior Representative may (i) file a proof of claim in an Insolvency Proceeding or Liquidation Proceeding, (ii) vote on a Plan of Reorganization, (iii) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under either any Insolvency Proceeding, Liquidation Proceeding or applicable non-bankruptcy law, in each case not prohibited by the other terms and provisions of this Agreement, and (iiiv) file any necessary responsive or defensive pleadings in opposition to of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any Person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Secured Junior Enforcement Parties on the Common Senior Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Junior Representative imposed hereby.. |US-DOCS\149079678.29||

Filing of Motions. (a) Until the Discharge of First Priority Obligations Payment Date Claims has occurred, the Second Priority Representative Agent agrees on behalf of itself and the other Second Priority Secured Parties Lenders that no Second Priority Secured Party Lender shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second First Priority Secured PartiesCollateral, in whole or in partincluding, as a result of their interest in without limitation, with respect to the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims held by the First Priority Representative Agent (including the validity and enforceability thereof) or any other First Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims Lender or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative Lenders may (i) file a proof of claim pursuant to Section 3.1(a)(ii)(A). (b) Until the Discharge of Second Priority Claims has occurred, the First Priority Agent agrees on behalf of itself and the other First Priority Lenders that no First Priority Lender shall, in an or in connection with any Insolvency Proceeding and (ii) or Liquidation Proceeding, file any necessary responsive pleadings or defensive pleadings in opposition to motions, take any motion position at any hearing or other pleadings made by proceeding of any Person objecting to nature, or otherwise seeking take any action whatsoever, in each case in respect of any of the disallowance Second Priority Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the Second Priority Agent (including the validity and enforceability thereof) or any other Second Priority Lender or the value of any claims of such parties under Section 506(a) of the Second Bankruptcy Code or otherwise; provided that the First Priority Secured Parties on the Common Collateral, subject Lenders may file a proof of claim pursuant to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed herebySection 3.1(b)(ii)(A).

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings pleading or motionsmotion, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case whatsoever that (a) violates, or is prohibited by, this Section 5 (or, in adverse to the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second First Priority Secured Parties, in whole or in part, as a result of their interest in with respect to the Common Collateral (unless Collateral, including with respect to the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims (including the validity and enforceability thereof) held by the First Priority Representative or any other First Priority Secured Party with respect to on the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims Collateral or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwiseCode; provided that (a) in any Insolvency or Liquidation Proceeding, the Second Priority Representative may (i) file a proof of claim or statement of interest with respect to the applicable Second Priority Liens and (b) the Second Priority Representative or any Second Priority Secured Party may (i) take any such action (not adverse to the First Priority Liens on the Common Collateral securing the First Priority Obligations, or the rights of either the First Priority Representative or the other First Priority Secured Parties to exercise remedies in an Insolvency Proceeding respect thereof) to the extent required to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Common Collateral, (ii) otherwise file any necessary responsive or defensive pleadings in opposition to any motion motion, claim, adversary proceeding, or other pleadings pleading made by any Person person objecting to or otherwise seeking the disallowance of any claims its claims, in each case of the Second Priority Secured Parties on the Common Collateral(a) and (b) above, subject to the limitations contained extent such action is not inconsistent with, and could not result in a resolution inconsistent with, the terms of this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed herebyor (iii) exercise any rights or remedies permitted under Section 4.4 of this Agreement.

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative or any other First Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative may (i) file a proof of claim in an Insolvency Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby. The First Priority Representative agrees on behalf of itself and the other First Priority Secured Parties that no First Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that challenges the validity, priority, enforceability or voidability of any Liens or claims held by the Second Priority Representative or any other Second Priority Secured Party, or the extent to which the Second Priority Obligations constitute secured claims under Section 506(a) of the Bankruptcy Code or otherwise.

Filing of Motions. Until the First Second Priority Obligations Payment Date has occurred, the Second each Third Priority Representative agrees Representative, on behalf of itself and the other Second Third Priority Secured Parties it represents, agrees that no Second Third Priority Secured Party shall, in or in connection with any Insolvency ProceedingProceeding involving any Loan Party, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Third Priority Representatives or Third Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral or in the Third Priority Liens (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Second Priority Representative or any other First Second Priority Secured Party with respect to the Common CollateralParty, or the extent to which the First Second Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Third Priority Representative Representatives may (i) file a proof proofs of claim in an Insolvency Proceeding and (ii) file involving any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common CollateralLoan Party, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Third Priority Representative Representatives imposed hereby.

Filing of Motions. Until the First Priority Lien Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings pleading or motionsmotion, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured PartiesCommon Collateral, in whole or in part, as a result of their interest in including with respect to the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims (including the validity and enforceability thereof) held by the First Priority Representative or any other First Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that (a) in any Insolvency or Liquidation Proceeding, the Second Priority Representative may file a proof of claim or statement of interest with respect to the applicable Second Priority Liens and (b) the Second Priority Representative may (i) file a proof take any such action (not adverse to the First Priority Liens on the Common Collateral securing the First Lien Obligations, or the rights of claim either the First Priority Representative or the other First Priority Secured Parties to exercise remedies in an Insolvency Proceeding respect thereof) to the extent required to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Common Collateral or (ii) otherwise file any necessary responsive or defensive pleadings in opposition to any motion motion, claim, adversary proceeding, or other pleadings pleading made by any Person person objecting to or otherwise seeking the disallowance of any claims its claims, in each case of the Second Priority Secured Parties on the Common Collateral(a) and (b) above, subject to the limitations contained extent such action is not inconsistent with, and could not result in this Agreement and only if consistent with a resolution inconsistent with, the terms and the limitations on the Second Priority Representative imposed herebyof this Agreement.

Filing of Motions. Until the First Lien Priority Obligations Payment Date has occurred, the each Second Lien Priority Representative agrees on behalf of itself and the other Second Lien Priority Secured Parties that no Second Lien Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the such Second Lien Priority Representative or Second Lien Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral or in the Second Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Lien Priority Representative Representatives or any other First Lien Priority Secured Party with respect to the Common CollateralParty, or the extent to which the First Lien Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the each Second Lien Priority Representative may (i) file a proof of claim in an Insolvency Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common CollateralProceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the such Second Lien Priority Representative imposed hereby.

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Representative or Second Priority Secured Parties, Parties in whole or in part, their capacity as secured creditors solely as a result of their interest in the Common Collateral or in the Second Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative or any other First Priority Secured Party with respect to the Common CollateralParty, or the extent to which the First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative may (i) file a proof take such actions specifically set forth in Section 3.2. The First Priority Representative agrees on behalf of claim in an Insolvency Proceeding itself and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or the other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second First Priority Secured Parties on that no First Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that challenges the Common Collateralvalidity, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on priority, enforceability or voidability of any Liens or claims held by the Second Priority Representative imposed herebyor any other Second Priority Secured Party, or the extent to which the Second Priority Obligations constitute secured claims under Section 506(a) of the Bankruptcy Code or otherwise, except that the foregoing shall not limit the ability of any First Priority Secured Party to enforce the terms of this Agreement.

Filing of Motions. Until the First First-Priority Obligations Payment Date has occurred, the Second Second-Priority Representative agrees on behalf of itself and the other Second Second-Priority Secured Parties that that, with the prior written consent of the First-Priority Representative, no Second Second-Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings pleading or motionsmotion, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured PartiesCommon Collateral, in whole or in part, as a result of their interest in including with respect to the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims (including the validity and enforceability thereof) held by the First First-Priority Representative or any other First First-Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that notwithstanding anything herein to the Second contrary, (a) in any Insolvency or Liquidation Proceeding, the Second-Priority Representative may file a proof of claim or statement of interest with respect to the applicable Second-Priority Liens and (b) the Second-Priority Representative may (i) file a proof take any such action (not adverse to the First-Priority Liens on the Common Collateral securing the First-Priority Obligations, or the rights of claim either the First-Priority Representative or the other First-Priority Secured Parties to exercise remedies in an Insolvency Proceeding respect thereof) to the extent required to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Common Collateral, or (ii) otherwise file any necessary responsive or defensive pleadings in opposition to any motion motion, claim, adversary proceeding, or other pleadings pleading made by any Person person objecting to or otherwise seeking the disallowance of any claims its claims, in each case of the Second Priority Secured Parties on the Common Collateral(a) and (b) above, subject to the limitations contained extent such action is not inconsistent with, and could not result in this Agreement and only if consistent with a resolution inconsistent with, the terms and the limitations on the Second Priority Representative imposed herebyof this Agreement.

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second each Junior Priority Representative agrees Representative, on behalf of itself and the other Second Junior Priority Secured Parties it represents, agrees that no Second Junior Priority Secured Party shall, in or in connection with any Insolvency ProceedingProceeding involving any Loan Party, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Junior Priority Representatives or Junior Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral or in the Junior Priority Liens (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative or any other First Priority Secured Party with respect to the Common CollateralParty, or the extent to which the First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that that, subject to the Second limitations contained in this Agreement, the Junior Priority Representative Representatives may (i) file a proof proofs of claim in an Insolvency Proceeding and involving any Loan Party, (ii) take any action (not adverse to the priority status of the First Priority Liens, or the rights of the First Priority Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Junior Priority Liens on the Common Collateral, (iii) file any necessary responsive or defensive pleadings in opposition to any motion motion, claim, adversary proceeding or other pleadings pleading made by any Person person objecting to or otherwise seeking the disallowance of any the claims of the Second Priority Junior Lien Secured Parties on Parties, including any claims secured by the Common Collateral, subject if any, (iv) file any pleadings, objections, motions or agreements, or take any positions which assert rights or interests available to unsecured creditors of the limitations contained Loan Parties arising under either any Insolvency Proceeding or applicable non-bankruptcy law, and (v) vote on any plan of reorganization, make other filings and make any arguments and motions (the actions described in this Agreement and only if consistent with proviso being referred to herein as the terms and the limitations on the Second Priority Representative imposed hereby“Permitted Actions”).

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings pleading or motionsmotion, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Secured PartiesCommon Collateral, in whole or in part, as a result of their interest in including with respect to the Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims (including the validity and enforceability thereof) held by the First Priority Representative or any other First Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; , provided that (a) in any Insolvency Proceeding, the Second Priority Representative may (i) file a proof of claim or statement of interest with respect to the applicable Second Priority Liens, (b) the Second Priority Representative may take any such action (not adverse to the First Priority Liens on the Common Collateral securing the First Priority Obligations, or the rights of either the First Priority Representative or the other First Priority Secured Parties to exercise remedies in an Insolvency Proceeding respect thereof) to the extent required to prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Common Collateral, (iic) the Second Priority Representative may file any necessary or responsive or defensive pleadings in opposition to any motion motion, adversary proceeding or other pleadings made pleading filed by any Person objecting to or otherwise seeking the disallowance of the claim or Lien of such Second Priority Representative or any claims of the other Second Priority Secured Parties on the Common Collateral, subject to the limitations contained in this Agreement Party and only if consistent with the terms and the limitations on (d) the Second Priority Representative imposed herebyand each other Second Priority Secured Party may vote on any plan of reorganization in any Insolvency Proceeding, in each case (a) through (d) above to the extent such action is not inconsistent with, and could not result in a resolution inconsistent with, the terms of this Agreement.

Filing of Motions. Until the First Lien Senior Priority Obligations Payment Date has occurred, the Second First Lien Junior Priority Representative agrees on behalf of itself and the other Second First Lien Junior Priority Secured Parties that no Second First Lien Junior Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second First Lien Junior Priority Representative or First Lien Junior Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral or in the First Lien Junior Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Lien Senior Priority Representative or any other First Lien Senior Priority Secured Party with respect to the Common CollateralParty, or the extent to which the First Lien Senior Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second First Lien Junior Priority Representative may (i) file a proof of claim in an Insolvency Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common CollateralProceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second First Lien Junior Priority Representative imposed hereby.