Common use of No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens Clause in Contracts

No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens. Subject to Sections 2.04 and 2.13, no Junior Representative or other Junior Secured Obligations Secured Party shall commence or instruct any Junior Representative to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power (including any right of setoff or rights under any account agreement, landlord waiver, bailee letter or collateral access agreement) with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral under any Junior Secured Obligations Security Document, applicable law or otherwise until the associated Discharge of Senior Secured Debt Obligations, it being agreed that only the Designated Senior Representative, acting in accordance with the applicable Senior Secured Obligations Security Documents, shall be entitled to take any such actions or exercise any such remedies prior to the associated Discharge of Senior Secured Debt Obligations. Notwithstanding the foregoing, any Junior Representative may, subject to Section 2.05, (i) take all such actions as it shall deem necessary to perfect or continue the perfection of its Junior Liens, (ii) take all such actions as it shall deem necessary to create, preserve or protect (but not enforce) the Junior Liens on any Collateral, (iii) in any Insolvency or Liquidation Proceeding commenced by or against any Borrower or any other Grantor, file a proof of claim or statement of interest with respect to the Junior Secured Obligations and vote on any plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation) to the extent such vote is not in violation of the terms of this Agreement, (iv) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Junior Secured Obligations Secured Parties, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (v) exercise the rights available to a holder of unsecured claims in accordance with Section 2.13, (vi) file any proof of claim, make other filings and make any arguments and motions in order to preserve or protect its Liens on the Collateral that are, in each case, in accordance with the terms of this Agreement, with respect to the Junior Secured Obligations and the Collateral and/or (vii) present a cash bid at any Section 363 hearing or with respect to any other Collateral disposition.

No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens. Subject (a) Except to Sections 2.04 and 2.13the extent expressly permitted by Section 2.07, no Junior Representative or other Junior Secured Obligations Secured Party shall commence or instruct any Junior Representative to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power (including any right of setoff or rights under any account agreement, landlord waiver, bailee letter or collateral access agreement) with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action Enforcement Action available to it in respect of, of any Junior Secured Obligations Collateral under any Junior Secured Obligations Security Document, applicable law or otherwise until the associated Discharge of otherwise, at any time when such Junior Secured Obligations Collateral shall be subject to any Senior Lien and any Senior Secured Debt ObligationsObligations secured by such Senior Lien shall remain outstanding or any commitment to extend credit that would constitute Senior Secured Obligations secured by such Senior Lien shall remain in effect, it being agreed that only the Designated Senior Representative, acting in accordance with the applicable Senior Secured Obligations Security Documents, shall be entitled to take any such actions or exercise any such remedies prior Enforcement Actions. The Senior Representative shall provide written notice to the associated Discharge Junior Representative in the event that the Senior Representative takes any Enforcement Action; provided, however, that failure to give such notice shall not affect the lien subordination or other rights of the Senior Secured Debt ObligationsRepresentative under this Agreement. Notwithstanding the foregoing, any Junior Representative may, subject to Section 2.052.06, (i) take all such actions as it shall reasonably deem necessary to perfect or continue the perfection of its Junior Liens, (ii) take all such actions as it shall deem necessary to create, preserve or protect (but not enforce) its Junior Liens. (b) Notwithstanding anything contained herein to the Junior Liens on any Collateralcontrary, each of the Agents retains the right to: (iiiA) in any Insolvency or Liquidation Proceeding commenced by or against any Borrower or any other Grantor, file a proof of claim or statement of interest with respect to the Revolving Facility Obligations or Noteholder Obligations, as applicable, (B) take any action in order to preserve or protect its Lien on its Junior Secured Obligations and vote on Collateral not adverse to the other Agent’s rights to exercise any plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation) Enforcement Action against its Senior Secured Obligations Collateral, except to the extent such vote is not in violation of inconsistent with the terms of this Agreement, provisions hereof, (ivC) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims or Liens of such Agent or any of the Junior Secured Obligations Secured PartiesParties for whom it acts as Agent, (D) in any Insolvency Proceeding, including file any claims secured by pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the CollateralHoldings, if anythe Company or any of its Domestic Subsidiaries, in each case in accordance except to the extent inconsistent with the terms provisions hereof, and (E) in any Insolvency Proceeding, vote on any plan of this Agreementreorganization, (v) exercise except to the rights available to a holder of unsecured claims in accordance with Section 2.13, (vi) file any proof of claim, make other filings and make any arguments and motions in order to preserve or protect its Liens on the Collateral that are, in each case, in accordance extent inconsistent with the terms of this Agreement, with respect to the Junior Secured Obligations and the Collateral and/or (vii) present a cash bid at any Section 363 hearing or with respect to any other Collateral dispositionprovisions hereof.

No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens. Subject (a) Except to Sections 2.04 and 2.13the extent expressly permitted by Section 2.07, no Junior Representative or other Junior Secured Obligations Secured Party shall commence or instruct any Junior Representative to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power (including any right of setoff or rights under any account agreement, landlord waiver, bailee letter or collateral access agreement) with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action Enforcement Action available to it in respect of, of any Junior Secured Obligations Collateral under any Junior Secured Obligations Security Document, applicable law or otherwise until the associated Discharge of otherwise, at any time when such Junior Secured Obligations Collateral shall be subject to any Senior Lien and any Senior Secured Debt ObligationsObligations secured by such Senior Lien shall remain outstanding or any commitment to extend credit that would constitute Senior Secured Obligations secured by such Senior Lien shall remain in effect, it being agreed that only the Designated Senior Representative, acting in accordance with the applicable Senior Secured Obligations Security Documents, shall be entitled to take any Enforcement Actions. The Senior Representative shall provide written notice to each Junior Representative in the event that the Senior Representative takes any Enforcement Action; provided, however, that failure to give such actions notice shall not affect the lien subordination or exercise any such remedies prior other rights of the Senior Representative under this Agreement. (b) Notwithstanding anything contained herein to the associated Discharge contrary, each of Senior Secured Debt Obligations. Notwithstanding the foregoing, any Junior Representative may, subject to Section 2.05, Agents retains the right to: (iA) take all such actions as it shall deem necessary to perfect or continue the perfection of its Junior Liens, (ii) take all such actions as it shall deem necessary to create, preserve or protect (but not enforce) the Junior Liens on any Collateral, (iii) in any Insolvency or Liquidation Proceeding commenced by or against any Borrower or any other Grantor, file a proof of claim or statement of interest with respect to the Junior ABL Obligations, the Notes Priority Obligations, the Second Lien Obligations or the Subordinated Lien Obligations, as applicable, in any case or proceeding commenced by or against any Grantor under the Bankruptcy Code or any similar bankruptcy law for the relief or protection of debtors, any other proceeding of a similar nature for the reorganization, protection, restructuring, compromise or arrangement of any of the assets and/or liabilities of any Grantor or any similar case or proceeding, as applicable, (B) take any action (not adverse to the priority status of any of the Liens of any Senior Representative, or the rights of any Senior Representative or any Senior Secured Obligations and vote Secured Party, to exercise any Enforcement Action in respect thereof) in order to create, perfect, preserve or protect its Liens on any plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation) to the extent such vote is not in violation of the terms of this Agreement, Collateral, (ivC) 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 the claims of such Agent or any of the Junior Secured Obligations Secured Parties, including any claims secured by the Collateral, if anyParties for whom it acts as Agent, in each either case, not inconsistent with the terms of this Agreement, (D) to the extent such holders acknowledge that such holders hold an unsecured claim, file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of any Grantors arising under any case or proceeding referred to in accordance clause (1) above, except to the extent inconsistent with the terms of this Agreement, and (vE) exercise the rights available to a holder vote in favor of unsecured claims in accordance with Section 2.13or against any plan of reorganization, (vi) compromise or arrangement, or file any proof of claim, make other filings and and/or make any arguments and motions in order with respect to preserve the ABL Obligations, the Notes Priority Obligations, the Second Lien Obligations or protect its Liens on the Collateral Subordinated Lien Obligations, as applicable, that are, in each case, in accordance are not inconsistent with the terms of this Agreement, with respect to the Junior Secured Obligations and the Collateral and/or (vii) present a cash bid at any Section 363 hearing or with respect to any other Collateral disposition.

No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens. Subject to Sections 2.04 and 2.13, no Junior Representative or other Junior Secured Obligations Secured Party shall commence or instruct any Junior Representative to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power (including any right of setoff or rights under any account agreement, landlord waiver, bailee letter or collateral access agreement) with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral under any Junior Secured Obligations Security Document, applicable law or otherwise until the associated Discharge of Senior Secured Debt Obligations, it being agreed that only the Designated Senior Representative, acting in accordance with the applicable Senior Secured Obligations Security Documents, shall be entitled to take any such actions or exercise any such remedies prior to the associated Discharge of Senior Secured Debt Obligations. Notwithstanding the foregoing, any Junior Representative may, subject to Section 2.05, (i) take all such actions as it shall deem necessary to perfect or continue the perfection of its Junior Liens, (ii) take all such actions as it shall deem necessary to create, preserve or protect (but not enforce) the Junior Liens on any Collateral, (iii) in any Insolvency or Liquidation Proceeding commenced by or against any the Borrower or any other Grantor, file a proof of claim or statement of interest with respect to the Junior Secured Obligations and vote on any plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation) to the extent such vote is not in violation of the terms of this Agreement, (iv) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Junior Secured Obligations Secured Parties, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (v) exercise the rights available to a holder of unsecured claims in accordance with Section 2.13, (vi) file any proof of claim, make other filings and make any arguments and motions in order to preserve or protect its Liens on the Collateral that are, in each case, in accordance with the terms of this Agreement, with respect to the Junior Secured Obligations and the Collateral and/or (vii) present a cash bid at any Section 363 hearing or with respect to any other Collateral disposition.

No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens. (a) Subject to Sections 2.04 Section 2.04, and 2.13, no Junior Representative or other Junior Secured Obligations Secured Party shall commence or instruct any Junior Representative to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power (including any right of setoff or rights under any account agreement, landlord waiver, bailee letter or collateral access agreement) with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral under any Junior Secured Obligations Security Document, applicable law or otherwise until the associated Discharge of Senior Secured Debt Obligations, it being agreed that only the Designated Senior Representative, acting in accordance with the applicable Senior Secured Obligations Security Documents, shall be entitled to take any such actions or exercise any such remedies prior to the associated Discharge of Senior Secured Debt Obligations. Notwithstanding the foregoing, any Junior Representative may, subject to Section 2.05, (i) take all such actions as it shall deem necessary to (i) perfect or continue the perfection of its Junior Liens, Liens or (ii) take all such actions as it shall deem necessary to create, preserve or protect (but not enforce) the Junior Liens on any Collateral. (b) Subject to the terms and conditions set forth in this Agreement and until the Discharge of ABL Debt Obligations, the ABL Agent will have the exclusive right to deal with the Deposit Accounts and Securities Accounts, including exercising rights under Control Agreements (iiias defined in the ABL Credit Agreement) in any Insolvency or Liquidation Proceeding commenced by or against any Borrower or any other Grantor, file a proof of claim or statement of interest with respect to the Junior Secured Obligations and vote on any plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation) to the extent such vote is not in violation of the terms of this Agreement, (iv) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Junior Secured Obligations Secured Parties, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (v) exercise the rights available to a holder of unsecured claims in accordance with Section 2.13, (vi) file any proof of claim, make other filings and make any arguments and motions in order to preserve or protect its Liens on the Collateral that are, in each case, in accordance with the terms of this Agreement, with respect to the Junior Secured Obligations and the Collateral and/or (vii) present a cash bid at any Section 363 hearing or with respect to any other Collateral dispositionaccounts.

No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens. Subject to Sections 2.04 and 2.13the last two sentences of this Section 2.02, no Junior Representative or other Junior Secured Obligations Secured Party shall commence or instruct any Junior Representative to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power (including any right of setoff or rights under any account agreement, landlord waiver, bailee letter or collateral access agreement) with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral under any Junior Secured Obligations Security Document, applicable law or otherwise until the associated Discharge of Senior Secured Debt ObligationsObligations (including, without limitation, exercising any rights under any deposit account control agreement in respect of Collateral constituting Junior Secured Obligations Collateral), it being agreed that only the Designated Senior Representative or any Person authorized by the Senior Representative, acting in accordance with the applicable Senior Secured Obligations Security Documents, shall be entitled to take any such actions or exercise any such remedies prior to the associated Discharge of Senior Secured Debt Obligations; provided, however, that the Junior Representative (subject in the case of a CF Debt Agent to the terms of the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement, in each case, if in effect) may exercise any or all such rights with respect to any Junior Secured Obligations Collateral (but not rights the exercise of which is otherwise prohibited by this Agreement including Section 2.06 hereof) after a period of 180 consecutive days has elapsed from the date of delivery of written notice from a Junior Representative to each Senior Representative stating that (i) an Event of Default (as defined under the applicable Junior Documents) has occurred and is continuing thereunder, (ii) the Junior Secured Obligations under such Junior Documents are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such Junior Documents, and (iii) such Junior Representative intends to exercise its rights to take such actions; provided, further, that such Junior Representative shall not be entitled to exercise any such rights with respect to any Junior Secured Obligations Collateral in the event any Senior Representative or Senior Secured Obligations Secured Parties are then diligently pursuing their rights and remedies with respect to all or a material portion of the Junior Secured Obligations Collateral or diligently attempting to vacate any stay or prohibition against such exercise. Notwithstanding the foregoing, any Junior Representative may, subject to Section 2.05, (i) take all such actions as it shall deem necessary to (i) perfect or continue the perfection of its Junior Liens, Liens or (ii) take all such actions as it shall deem necessary to create, preserve or protect (but not enforce) the Junior Liens on any Collateral. In addition, any Junior Representative may, with respect to any Junior Secured Obligations: (iiia) in any Insolvency or Liquidation Proceeding commenced by or against any Borrower or any other Grantor, file a claim or proof of claim or statement of interest with respect to the Junior Secured Obligations and vote on such Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any plan of reorganization Grantor; (including a vote to accept or reject a plan of partial or complete liquidation) to the extent such vote is not in violation of the terms of this Agreement, (ivb) 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 the claims or Liens of the Junior Secured Obligations Secured Parties, including any claims secured by the Junior Secured Obligations Collateral, if any, in each case in accordance with the terms of this Agreement, ; (vc) exercise the rights available to a holder of unsecured claims in accordance with and subject to Section 2.06 and Section 2.13, file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding, in accordance with applicable law (viincluding the Bankruptcy Laws of any applicable jurisdiction); and (d) vote on any Plan of Reorganization, file any proof of claim, make other filings and make any arguments and motions (including in order to preserve support of or protect its Liens on opposition to, as applicable, the Collateral confirmation or approval of any Plan of Reorganization) that are, in each case, in accordance with the terms of this Agreement, with respect to the Junior Secured Obligations and the Collateral and/or Agreement (vii) present a cash bid at any including Section 363 hearing or with respect to any other Collateral disposition2.06(l)).

No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens. Subject (a) Except to Sections 2.04 and 2.13the extent expressly permitted by Section 2.07, no Junior Representative or other Junior Secured Obligations Secured Party shall commence or instruct any Junior Representative to commence any Enforcement Action available to it in respect of any Junior Secured Obligations Collateral under any Junior Secured Obligations Security Document, applicable law or otherwise, at any time when such Junior Secured Obligations Collateral shall be subject to any Senior Lien and any Sepnior Secured Obligations secured by such Senior Lien shall remain outstanding or any commitment to extend credit that would constitute Senior Secured Obligations secured by such Senior Lien shall remain in effect, it being agreed that only the Senior Representative, acting in accordance with the applicable Senior Secured Obligations Security Documents, shall be entitled to take any Enforcement Actions. The Senior Representative shall provide written notice to each Junior Representative in the event that the Senior Representative takes any Enforcement Action; provided, however, that failure to give such notice shall not affect the lien subordination or other rights of the Senior Representative under this Agreement. (b) Notwithstanding anything contained herein to the contrary, each of the Agents retains the right to: (A) file a claim or statement of interest with respect to the ABL Obligations, the First Lien Obligations, the Second Lien Obligations or the Subordinated Lien Obligations, as applicable, in any case or proceeding commenced by or against any Grantor under the Bankruptcy Code or any similar bankruptcy law for the relief or protection of debtors, any other proceeding of a similar nature for the reorganization, protection, restructuring, compromise or arrangement of any of the assets and/or liabilities of any Grantor or any similar case or proceeding, as applicable, (B) take any action (not adverse to the priority status of any of the Liens of any Senior Representative, or the rights of any Senior Representative or any Senior Secured Obligations Secured Party, to exercise any Enforcement Action in respect thereof) in order to create, perfect, preserve or protect its Liens on any of the Collateral, (C) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, or other pleading objecting to or otherwise seeking the disallowance of the claims of such Agent or any of the Secured Parties for whom it acts as Agent, in either case, not inconsistent with the terms of this Agreement, (D) to the extent such holders acknowledge that such holders hold an unsecured claim, file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of any Grantors arising under any case or proceeding referred to in clause (A) above, except to the extent inconsistent with the terms of this Agreement, and (E) vote in favor of or against any plan of reorganization, compromise or arrangement, or file any proof of claim, make other filings and/or make any arguments and motions with respect to the ABL Obligations, the First Lien Obligations, the Second Lien Obligations or the Subordinated Lien Obligations, as applicable, that in each case, are not inconsistent with the terms of this Agreement. (c) Upon the Payment in Full of the First Lien Obligations, the Subordinated Lien Collateral Trustee (acting on behalf of the ABL Secured Parties, the Second Lien Secured Parties and the Subordinated Lien Secured Parties), acting on a Joint Instruction, may commence any judicial or nonjudicial non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power (including any right of setoff or rights under any account agreement, landlord waiver, bailee letter or collateral access agreement) with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations the Note Priority Collateral under any Junior Secured Obligations applicable Security Document, applicable law or otherwise until the associated Discharge of Senior Secured Debt Obligations, it being agreed that only the Designated Senior Representative, acting in accordance with the applicable Senior Secured Obligations Security Documents, shall be entitled to take any such actions or exercise any such remedies prior to the associated Discharge of Senior Secured Debt Obligations. Notwithstanding the foregoing, any Junior Representative may, subject to Section 2.05, (i) take all such actions as it shall deem necessary to perfect or continue the perfection of its Junior Liens, (ii) take all such actions as it shall deem necessary to create, preserve or protect (but not enforce) the Junior Liens on any Collateral, (iii) in any Insolvency or Liquidation Proceeding commenced by or against any Borrower or any other Grantor, file a proof of claim or statement of interest with respect to the Junior Secured Obligations and vote on any plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation) to the extent such vote is not in violation of the terms of this Agreement, (iv) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Junior Secured Obligations Secured Parties, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (v) exercise the rights available to a holder of unsecured claims in accordance with Section 2.13, (vi) file any proof of claim, make other filings and make any arguments and motions in order to preserve or protect its Liens on the Collateral that are, in each case, in accordance with the terms of this Agreement, with respect to the Junior Secured Obligations and the Collateral and/or (vii) present a cash bid at any Section 363 hearing or with respect to any other Collateral dispositionotherwise.

No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens. Subject to Sections 2.04 and 2.13the immediately succeeding paragraph, no Junior Representative or other Junior Secured Obligations Secured Party shall commence or instruct any Junior Representative to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power (including any right of setoff or rights under any account agreement, landlord waiver, bailee letter or collateral access agreement) with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral under any Junior Secured Obligations Security Document, applicable law or otherwise until the associated Discharge of Senior Secured Debt ObligationsObligations (including, without limitation, exercising any rights under any deposit account control agreement constituting Junior Secured Obligations Collateral), it being agreed that only the Designated Senior Representative or any Person authorized by the Senior Representative, acting in accordance with the applicable Senior Secured Obligations Security Documents, shall be entitled to take any such actions or exercise any such remedies prior to the associated Discharge of Senior Secured Debt Obligations; provided, however, that any Junior Representative or any person authorized by it (subject to any intercreditor arrangement solely as among the Junior Secured Obligations Secured Parties (including, with respect to the Notes Debt Obligations and the Cash Flow Debt Obligations, the Fixed Assets Intercreditor Agreement) until the Discharge of Junior Secured Obligations) may exercise any or all such rights with respect to any Junior Secured Obligations Collateral (but not rights the exercise of which is otherwise prohibited by this Agreement including Section 2.06 hereof) after a period of at least 180 days has elapsed since the date on which each Senior Representative has received written notice from such Junior Representative of the existence of any Event of Default under the Junior Documents in respect of which the Junior Representative acts as representative that is continuing and the written demand by the Junior Representative of the immediate payment in full (whether as a result of acceleration thereof or otherwise) of all of the Junior Secured Obligations under such Junior Documents so long as such Event of Default has not been cured or waived (such period being referred to herein as the “Standstill Period”); provided further, however, that notwithstanding anything herein to the contrary, (i) in the event that at any time after any Junior Representative has sent a notice to each Senior Representative to commence the Standstill Period, the Event of Default that was the basis for such notice is cured or waived or otherwise ceases to exist, and any notice of acceleration has been rescinded by the applicable Junior Representative, then the notice to commence the Standstill Period shall automatically and without further action of the parties be deemed rescinded and no Standstill Period shall be deemed to have been commenced, (ii) the Standstill Period shall be tolled for any period during which the Senior Representative is stayed pursuant to any Insolvency or Liquidation Proceeding or by an order issued in any Insolvency or Liquidation Proceeding or by any other court of competent jurisdiction from exercising any rights or remedies and (iii) in no event shall any Junior Representative or any other Junior Secured Obligations Secured Party exercise any secured credit remedy with respect to any specific item or items of the Senior Secured Obligation Collateral or commence or petition for any action or proceeding with respect to such rights or remedies if, notwithstanding the expiration of the 180-day period, any Senior Representative (or an agent on its behalf) shall have (A) commenced and be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the exercise of its rights or remedies against the Grantors or all or any material portion of the Senior Secured Obligation Collateral, including any of the following: solicitation of bids from third parties to conduct the liquidation of all or any material portion of the Senior Secured Obligation Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any material portion of the Senior Secured Obligation Collateral, the notification of account debtors to make payments to the Senior Secured Obligation Collateral or its agents, the initiation of any action to take possession of all or any material portion of the Senior Secured Obligation Collateral or the commencement of any legal proceedings or actions against or with respect to all or any material portion of the Senior Secured Obligation Collateral and (B) given prompt notice of such exercise to each Junior Representative. Notwithstanding the foregoing, any Junior Representative may, subject to Section 2.05, (i) take all such actions as it shall deem necessary to (i) perfect or continue the perfection of its Junior Liens, Liens or (ii) take all such actions as it shall deem necessary to create, preserve or protect (but not enforce) the Junior Liens on any Collateral. In addition, any Junior Representative may, with respect to any Junior Secured Obligations, in each case to the extent not otherwise inconsistent with the other provisions of this Agreement: (iiia) in any Insolvency or Liquidation Proceeding commenced by or against any Borrower or any other Grantor, file a claim, proof of claim claim, or statement of interest with respect to the Junior Secured Obligations and vote on such Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any plan of reorganization Grantor; (including a vote to accept or reject a plan of partial or complete liquidation) to the extent such vote is not in violation of the terms of this Agreement, (ivb) 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 the claims or Liens of the Junior Secured Obligations Secured Parties, including any claims secured by the Junior Secured Obligations Collateral, if any, in each case in accordance with the terms of this Agreement, ; (vc) exercise the rights available to a holder of unsecured claims in accordance with Section 2.132.06, (vi) file any proof pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of claimthe Grantors arising under either any Insolvency or Liquidation Proceeding, in accordance with applicable law (including the Bankruptcy Laws of any applicable jurisdiction); and (d) vote on any plan of reorganization, make other filings and make any arguments and motions (including in order to preserve support of or protect its Liens on opposition to, as applicable, the Collateral confirmation or approval of any plan of reorganization) that are, in each case, in accordance with the terms of this Agreement, with respect to the Junior Secured Obligations and the Collateral and/or (vii) present a cash bid at any Section 363 hearing or with respect to any other Collateral disposition.

No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens. Subject to Sections 2.04 and 2.13clause (b) below, no Junior Representative or other Junior Secured Obligations Secured Party shall commence or instruct any Junior Representative to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power (including any right of setoff or rights under any account agreement, landlord waiver, bailee letter or collateral access agreement) with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral under any Junior Secured Obligations Security Document, under applicable law or otherwise until the associated Discharge of (any such action, an “Enforcement Action”), at any time when such Junior Secured Obligations Collateral shall be subject to any Senior Lien and any Senior Secured Debt ObligationsObligations secured by such Senior Lien shall remain outstanding or any commitment to extend credit that would constitute Senior Secured Obligations secured by such Senior Lien shall remain in effect, it being agreed that only the Designated Senior Representative, acting in accordance with the applicable Senior Secured Obligations Security Documents, shall be entitled to take any such actions or exercise any such remedies prior to the associated Discharge of Senior Secured Debt Obligationsremedies. Notwithstanding the foregoing, any Junior Representative may, subject to Section 2.05, (iA) take all such actions as it shall deem necessary to preserve, perfect or continue the perfection of its Junior Liens, (ii) take all such actions as it shall deem necessary to create, preserve or protect (but not enforce) the Junior Liens on any Collateral, (iiiB) in any Insolvency bankruptcy, insolvency or Liquidation Proceeding other proceeding commenced by or against any Borrower Company or any other Grantor, the Junior Representative may file a proof of claim or statement of interest with respect to the Junior Secured Obligations and vote on any plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation) to the extent such vote is not in violation of the terms of this AgreementObligations, (ivC) the Junior Secured Obligations Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Junior Secured Obligations Secured Parties, including without limitation any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (vD) exercise the rights available subject to a holder of unsecured claims in accordance with Section 2.13, (vi) file any proof of claim, make other filings and make any arguments and motions in order to preserve or protect its Liens on the Collateral that are2.04, in each caseany bankruptcy, in accordance with the terms of this Agreementinsolvency or other proceeding, with respect to the Junior Secured Obligations Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under the Bankruptcy Code or applicable law, and (E) in any bankruptcy, insolvency or other proceeding, the Collateral and/or Junior Secured Obligations Secured Parties shall be entitled to vote on any plan of reorganization, in each case of the foregoing clauses (viiA) present a cash bid at any Section 363 hearing or through (E) to the extent consistent with respect to any other Collateral dispositionthe provisions hereof.

No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens. Subject to Sections 2.04 and 2.132.06, no Junior Representative or other Junior Secured Obligations Secured Party shall commence or instruct any Junior Representative to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power (including any right of setoff or rights under any account agreement, landlord waiver, bailee letter or collateral access agreement) with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral under any Junior Secured Obligations Security Document, applicable law or otherwise until the associated Discharge of Senior Secured Debt ObligationsObligations (including, without limitation, exercising any rights under any deposit account control agreement constituting Junior Secured Obligations Collateral), it being agreed that only the Designated Senior Representative, acting in accordance with the applicable Senior Secured Obligations Security Documents, shall be entitled to take any such actions or exercise any such remedies prior to the associated Discharge of Senior Secured Debt Obligations. Notwithstanding the foregoing, any Junior Representative may, subject to Section 2.05, (i) take all such actions as it shall deem necessary to (i) perfect or continue the perfection of its Junior Liens, Liens or (ii) take all such actions as it shall deem necessary to create, preserve or protect (but not enforce) the Junior Liens on any Collateral. In addition, any Junior Representative may, with respect to any Junior Secured Obligations: (iiia) in any Insolvency or Liquidation Proceeding commenced by or against any Borrower or any other Grantor, file a proof of claim or statement of interest with respect to the Junior Secured Obligations and vote on such Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any plan of reorganization Grantor; (including a vote to accept or reject a plan of partial or complete liquidation) to the extent such vote is not in violation of the terms of this Agreement, (ivb) 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 the claims or Liens of the Junior Secured Obligations Secured Parties, including any claims secured by the Junior Secured Obligations Collateral, if any, in each case in accordance with the terms of this Agreement, ; (vc) exercise the rights available to a holder of unsecured claims in accordance with Section 2.132.06, file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding, in accordance with applicable law (viincluding the Bankruptcy Laws of any applicable jurisdiction); and (d) vote on any plan of reorganization or plan of liquidation, file any proof of claim, make other filings and make any arguments and motions (including in order to preserve support of or protect its Liens on opposition to, as applicable, the Collateral confirmation or approval of any plan of reorganization or plan of liquidation that are, in each case, in accordance with the terms of this Agreement, with respect to the Junior Secured Obligations and the Collateral and/or (vii) present a cash bid at any Section 363 hearing or with respect to any other Collateral disposition.

No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens. Subject to Sections 2.04 and 2.132.06, no Junior Representative or other Junior Secured Obligations Secured Party shall commence or instruct any Junior Representative to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power (including any right of setoff or rights under any account agreement, landlord waiver, bailee letter or collateral access agreement) with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral under any Junior Secured Obligations Security Document, applicable law or otherwise until the associated Discharge of Senior Secured Debt ObligationsObligations (including exercising any rights under any deposit account control agreement constituting Junior Secured Obligations Collateral), it being agreed that only the Designated Senior Representative, acting in accordance with the applicable Senior Secured Obligations Security Documents, shall be entitled to take any such actions or exercise any such remedies prior to the associated Discharge of Senior Secured Debt Obligations. Notwithstanding the foregoing, any Junior Representative may, subject to Section 2.05, (i) take all such actions as it shall deem necessary to (i) perfect or continue the perfection of its Junior Liens, Liens or (ii) take all such actions as it shall deem necessary to create, preserve or protect (but not enforce) the Junior Liens on any Collateral. In addition, any Junior Representative may, with respect to any Junior Secured Obligations: (iiia) in any Insolvency or Liquidation Proceeding commenced by or against any Borrower or any other Grantor, file a proof of claim or statement of interest with respect to the Junior Secured Obligations and vote on such Obligations; provided that an Insolvency or Liquidation Proceeding has been commenced by or against any plan of reorganization Grantor; (including a vote to accept or reject a plan of partial or complete liquidation) to the extent such vote is not in violation of the terms of this Agreement, (ivb) 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 the claims or Liens of the Junior Secured Obligations Secured Parties, including any claims secured by the Junior Secured Obligations Collateral, if any, in each case in accordance with the terms of this Agreement, ; (vc) exercise the rights available to a holder of unsecured claims in accordance with Section 2.132.06, file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency or Liquidation Proceeding, in accordance with applicable law (viincluding the Bankruptcy Laws of any applicable jurisdiction); and (d) vote on any plan of reorganization or plan of liquidation, file any proof of claim, make other filings and make any arguments and motions (including in order to preserve support of or protect its Liens on opposition to, as applicable, the Collateral confirmation or approval of any plan of reorganization or plan of liquidation that are, in each case, in accordance with the terms of this Agreement, with respect to the Junior Secured Obligations and the Collateral and/or (vii) present a cash bid at any Section 363 hearing or with respect to any other Collateral disposition.

No Action With Respect to Junior Secured Obligations Collateral Subject to Senior Liens. Subject to Sections 2.04 and 2.13, no Junior Representative or other Junior Secured Obligations Secured Party shall commence or instruct any Junior Representative to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power (including any right of setoff or rights under any account agreement, landlord waiver, bailee letter or collateral access agreement) with respect to, or otherwise take any action to enforce its interest in or realize upon, or take any other action available to it in respect of, any Junior Secured Obligations Collateral under any Junior Secured Obligations Security Document, applicable law or otherwise until the associated Discharge of all Senior Secured Debt Obligations, it being agreed that only the Designated Senior RepresentativeRepresentative of the Highest Class at such time with respect to the applicable Collateral, acting in accordance with the applicable Senior Secured Obligations Security Documents, shall be entitled to take any such actions or exercise any such remedies prior to the associated Discharge of Senior Secured Debt ObligationsObligations of such Highest Class. Notwithstanding the foregoing, any Junior Representative may, subject to Section 2.05, (i) take all such actions as it shall deem necessary to perfect or continue the perfection of its Junior Liens, (ii) take all such actions as it shall deem necessary to create, preserve or protect (but not enforce) the its Junior Liens on any Collateral, (iii) in any Insolvency or Liquidation Proceeding commenced by or against any the Borrower or any other Grantor, file a proof of claim or statement of interest with respect to the Junior Secured Obligations of its Class and vote on any plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation) to the extent such vote is not in violation of the terms of this Agreement, (iv) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Junior Secured Obligations Secured PartiesParties of its Class, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement, (v) exercise the rights available to a holder of unsecured claims in accordance with Section 2.13, (vi) file any proof of claim, make other filings and make any arguments and motions in order to preserve or protect its Liens on the Collateral that are, in each case, in accordance with the terms of this Agreement, with respect to the Junior Secured Obligations of its Class and the Collateral and/or (vii) present a cash bid at any Section 363 hearing or with respect to any other Collateral disposition.