Common use of No Action with Respect to Second Lien Collateral Subject to First Liens Clause in Contracts

No Action with Respect to Second Lien Collateral Subject to First Liens. So long as the Discharge of First Lien Secured Obligations has not occurred, no Second Lien Representative nor any other Second Lien Secured Party shall commence or instruct the Designated Second Lien 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 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 Second Lien Collateral under any Second Lien Security Document, Requirements of Law or otherwise (including the exercise of any right of setoff or recoupment, any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Representative or any Second Lien Secured Party is a party or any right to credit bid (other than pursuant to Permitted Second Lien Credit Bid Rights)), at any time prior to the Discharge of First Lien Secured Obligations; it being agreed that, except as otherwise provided herein, only the Designated First Lien Representative, acting in accordance with the First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to the Collateral. Notwithstanding the foregoing, any Second Lien Representative may (i) subject to Section 2.07, take all such actions as it shall deem necessary to create, perfect (or continue the perfection of), preserve or protect (but not enforce) the Liens securing the Second Lien Secured Obligations granted on any Second Lien Collateral; (ii) subject to Section 2.07, vote on any plan of reorganization or similar dispositive restructuring plan, file any proof of claim, make other filings and make any arguments and motions that are, in each case, not inconsistent with the priorities set forth in this Agreement, with respect to, or in respect of, the Second Lien Secured Obligations and/or the Second Lien Collateral; (iii) 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 Second Lien Secured Parties, including any claims secured by the Second Lien Collateral, if any, in each case in accordance with the terms of this Agreement; (iv) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by the Designated First Lien Representative or any other First Lien Secured Party to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the exercise of remedies by the Designated First Lien Representative or such other First Lien Secured Party (it being understood that neither the Second Lien Representative nor any other Second Lien Secured Party shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and (v) credit bid all or any part of the Second Lien Secured Obligations under Section 363(k) of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law) pursuant to, and in accordance with, the exercise of Permitted Second Lien Credit Bid Rights Furthermore, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prohibit the receipt by any Second Lien Representative or any Second Lien Secured Parties of the required payments of interest, principal, premium and other amounts owed in respect of the Second Lien Secured Obligations (x) if the Discharge of First Lien Secured Obligations has occurred or (y) if the Discharge of First Lien Secured Obligations has not occurred so long as, in the case of this clause (y), such receipt is not the direct or indirect result of the exercise by the Second Lien Representatives or any other Second Lien Secured Party of rights or remedies with respect to the Collateral (including setoff or recoupment or credit bidding (other than pursuant to the Permitted Second Lien Credit Bid Rights)) or enforcement of any Lien held by any of them.

No Action with Respect to Second Lien Collateral Subject to First Liens. (a) So long as the Discharge of First Lien Secured Obligations has not occurred, no Second Lien Representative nor any other Second Lien Secured Party shall commence or instruct the Designated Second Lien 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 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 Second Lien Collateral under any Second Lien Security Document, Requirements of Law or otherwise (including the exercise of any right of setoff or recoupment, any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Representative or any Second Lien Secured Party is a party or any right to credit bid (other than pursuant to Permitted Second Lien Credit Bid Rights)), at any time prior to the Discharge of First Lien Secured Obligations; it being agreed that, except as otherwise provided herein, only the Designated First Lien Representative, acting in accordance with the First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to the Collateral. Notwithstanding the foregoing, any Second Lien Representative may (i) subject to Section 2.07, take all such actions as it shall deem necessary to create, perfect (or continue the perfection of), preserve or protect (but not enforce) the Liens securing the Second Lien Secured Obligations granted on any Second Lien Collateral; (ii) subject to Section 2.07, vote on any plan of reorganization or similar dispositive restructuring plan, file any proof of claim, make other filings and make any arguments and motions that are, in each case, not inconsistent with the priorities set forth in this Agreement, with respect to, or in respect of, the Second Lien Secured Obligations and/or the Second Lien Collateral; (iii) 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 Second Lien Secured Parties, including any claims secured by the Second Lien Collateral, if any, in each case in accordance with the terms of this Agreement; (iv) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by the Designated First Lien Representative or any other First Lien Secured Party to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the exercise of remedies by the Designated First Lien Representative or such other First Lien Secured Party (it being understood that neither the Second Lien Representative nor any other Second Lien Secured Party shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and (v) credit bid all or any part of the Second Lien Secured Obligations under Section 363(k) of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law) pursuant to, and in accordance with, the exercise of Permitted Second Lien Credit Bid Rights Furthermore, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prohibit the receipt by any Second Lien Representative or any Second Lien Secured Parties of the required payments of interest, principal, premium and other amounts owed in respect of the Second Lien Secured Obligations (x) if the Discharge of First Lien Secured Obligations has occurred or (y) if the Discharge of First Lien Secured Obligations has not occurred so long as, in the case of this clause (y), such receipt is not the direct or indirect result of the exercise by the Second Lien Representatives or any other Second Lien Secured Party of rights or remedies with respect to the Collateral (including setoff or recoupment or credit bidding (other than pursuant to the Permitted Second Lien Credit Bid Rights)) or enforcement of any Lien held by any of them.

No Action with Respect to Second Lien Collateral Subject to First Liens. So (a) Subject to Section 4.01(b), so long as the Discharge of First Lien Secured Obligations has not occurred, no Second Lien Representative nor any other Second Lien Secured Party shall commence or instruct the Designated Second Lien 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 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 Second Lien Collateral under any Second Lien Security Document, Requirements of Law or otherwise (including the exercise of any right of setoff or recoupment, any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Representative or any Second Lien Secured Party is a party or any right to credit bid (other than pursuant to Permitted Second Lien Credit Bid Rights)party), at any time prior to the Discharge of First Lien Secured Obligations; it being agreed that, except as otherwise provided herein, that only the Designated First Lien RepresentativeRepresentative or any Person authorized by it, acting in accordance with the First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to the Collateralremedies. Notwithstanding the foregoing, any Second Lien Representative may and any other Second Lien Secured Party may, subject to Article 3 and Section 4.04, (i) subject to Section 2.07, take all such actions as it shall deem necessary to create, perfect (or continue the perfection of)continue, preserve or protect the perfection of (but not enforce) the Liens securing the Second Lien Secured Obligations granted on any Second Lien Collateral; , (ii) subject to Section 2.07, vote on any plan of reorganization or similar dispositive restructuring planreorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, not inconsistent in accordance with the priorities set forth in terms of this Agreement, with respect to, or in respect of, to the Second Lien Secured Obligations and/or and the Second Lien Collateral; , (iii) 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 Second Lien Secured Parties, including any claims secured by the Second Lien Collateral, if any, in each case in accordance with the terms of this Agreement; , (iv) join (but not exercise any control with respect to) any judicial foreclosure proceeding or proceeding, other judicial lien enforcement proceeding or motion to lift the automatic stay with respect to the Collateral initiated by the Designated First Lien Representative or any other First Lien Secured Party to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the exercise of remedies by the Designated First Lien Representative or such other First Lien Secured Party (it being understood that neither the Second Lien Representative nor any other Second Lien Secured Party shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and , (v) credit bid all file any pleadings, objections, motions or any part agreements which assert rights or interests available to unsecured creditors of the Second Lien Secured Obligations Grantors arising under Section 363(k) of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law) pursuant tolaw, in each case, not inconsistent with this Agreement or applicable law, and in accordance with, the (vi) exercise of Permitted Second Lien Credit Bid Rights Furthermore, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prohibit the receipt by any Second Lien Representative or any Second Lien Secured Parties of the required payments of interest, principal, premium and other amounts owed in respect of the Second Lien Secured Obligations (x) if the Discharge of First Lien Secured Obligations has occurred or (y) if the Discharge of First Lien Secured Obligations has not occurred so long as, in the case of this clause (y), such receipt is not the direct or indirect result of the exercise by the Second Lien Representatives or any other Second Lien Secured Party of rights or remedies with respect to the Collateral (including setoff or recoupment or credit bidding (other than pursuant after the termination of the Standstill Period to the Permitted extent permitted by clause (b) below. (b) Notwithstanding clause (a) above, but subject in all respects to Article 3 hereof, the Designated Second Lien Credit Bid RightsRepresentative may enforce any of its rights and exercise any of its remedies (any such enforcement or exercise in accordance with this clause (b), the “Second Lien Permitted Actions”) with respect to the Second Lien Collateral after a period of 180 consecutive days has elapsed since the date on which the Designated Second Lien Representative has delivered to the Designated First Lien Representative written notice of the acceleration or non-payment at the final stated maturity of the Indebtedness then outstanding under the Second Lien Loan Documents (the “Standstill Period”); provided, however, that (i) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Designated Second Lien Representative or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral if (A) the Designated First Lien Representative or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Bankruptcy/Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to all or a material portion of such Collateral (prompt written notice thereof to be given to the Designated Second Lien Representative by the Designated First Lien Representative; provided that the failure to give such notice shall not affect the effectiveness and validity of this clause (b)) or (B) at any time a Grantor is then a debtor under or with respect to (or otherwise subject to) any Bankruptcy/Liquidation Proceeding (except as otherwise set forth in this Section 4.01(b) or in Section 2.04) and (ii) after the expiration of the Standstill Period, so long as neither the Designated First Lien Representative nor any other First Lien Secured Party has commenced any action to enforce the Liens securing the First Lien Secured Obligations on all or any material portion of the Collateral and is not stayed from such enforcement as described above, the Second Lien Secured Parties (or the Designated Second Lien Representative on their behalf) may, subject to the provisions of Article 8, enforce the Liens securing the Second Lien Secured Obligations with respect to all or any portion of the Collateral. If the Designated Second Lien Representative or any other Second Lien Secured Party exercises any rights or remedies with respect to the Collateral in accordance with the immediately preceding sentence of this paragraph and thereafter the Designated First Lien Representative or any other First Lien Secured Party commences (or attempts to commence or gives notice of its intent to commence) the exercise of any of its rights or remedies with respect to all or a material portion of the Collateral (including seeking relief from the automatic stay or any other stay in any Bankruptcy/Liquidation Proceeding), the Standstill Period shall recommence and the Designated Second Lien held by Representative and each other Second Lien Secured Party shall rescind any of themsuch rights or remedies already exercised with respect to the Collateral.

No Action with Respect to Second Lien Collateral Subject to First Liens. So (a) Subject to Section 2.03(b), so long as the Discharge of First Lien Secured Obligations has not occurred, no Second Lien Representative nor any other Second Lien Secured Party shall commence or instruct the Designated Second Lien 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 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 Second Lien Collateral under any Second Lien Security Document, Requirements of Law or otherwise (including the exercise of any right of setoff or recoupment, any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Representative or any Second Lien Secured Party is a party or any right to credit bid (other than pursuant to Permitted Second Lien Credit Bid Rights)party), at any time prior to the Discharge of First Lien Secured Obligations; it being agreed that, except as otherwise provided herein, that only the Designated First Lien RepresentativeRepresentative or any Person authorized by it, acting in accordance with the First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to the Collateralremedies. Notwithstanding the foregoing, any Second Lien Representative may (i) and any other Second Lien Secured Party may, subject to Section 2.07, (i) take all such actions as it shall deem necessary to create, perfect (or continue the perfection of)continue, preserve or protect the perfection of (but not enforce) the Liens securing the Second Lien Secured Obligations granted on any Second Lien Collateral; , (ii) subject to Section 2.07, vote on any plan of reorganization or similar dispositive restructuring planreorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, not inconsistent in accordance with the priorities set forth in terms of this Agreement, with respect to, or in respect of, to the Second Lien Secured Obligations and/or and the Second Lien Collateral; , (iii) 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 Second Lien Secured Parties, including any claims secured by the Second Lien Collateral, if any, in each case in accordance with the terms of this Agreement; , (iv) join (but not exercise any control with respect to) any judicial foreclosure proceeding or proceeding, other judicial lien enforcement proceeding or motion to lift the automatic stay with respect to the Collateral initiated by the Designated First Lien Representative or any other First Lien Secured Party to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the exercise of remedies by the Designated First Lien Representative or such other First Lien Secured Party (it being understood that neither the Second Lien Representative nor any other Second Lien Secured Party shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and , (v) credit bid all file any pleadings, objections, motions or any part agreements which assert rights or interests available to unsecured creditors of the Second Lien Secured Obligations Grantors arising under Section 363(k) of the Bankruptcy Code or applicable law, in each case, not inconsistent with this Agreement or applicable law, (vi) exercise any rights or any comparable provision remedies with respect to the Collateral after the termination of any other applicable Debtor Relief Lawthe Standstill Period to the extent permitted by clause (b) pursuant tobelow and (vii) except as specifically set forth in clause (b) below, Section 2.05 and in accordance with2.07, the exercise second sentence of Permitted Second Lien Credit Bid Rights Furthermore, notwithstanding anything to the contrary in this AgreementSection 7.01 or as otherwise directed by a court of competent jurisdiction, nothing in this Agreement shall prohibit the receipt by any Second Lien Representative or any Second Lien Secured Parties of the required payments of interest, principal, premium principal and other amounts owed in respect of the Second Lien Secured Obligations (x) if the Discharge of First Lien Secured Obligations has occurred or (y) if the Discharge of First Lien Secured Obligations has not occurred Obligations, so long as, in the case of this clause (y), as such receipt is not the direct or indirect result of the exercise by the any Second Lien Representatives or any other Second Lien Secured Party of rights or remedies with respect to the Collateral as a secured creditor (including setoff or recoupment or credit bidding (other than pursuant to the Permitted Second Lien Credit Bid Rights)set-off) or enforcement in contravention of this Agreement of any Lien held by any of them. (b) Notwithstanding clause (a) above, the Designated Second Lien Representative may enforce any of its rights and exercise any of its remedies (any such enforcement or exercise in accordance with this clause (b), the “Second Lien Permitted Actions”) with respect to the Second Lien Collateral after a period of 180 consecutive days has elapsed since the date on which the Designated Second Lien Representative has delivered to the Designated First Lien Representative written notice of the acceleration or non-payment at the final stated maturity of the Indebtedness then outstanding under the Second Lien Loan Documents (the “Standstill Period”); provided, however, that (i) notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall the Designated Second Lien Representative or any other Second Lien Secured Party enforce or exercise any rights or remedies with respect to any Collateral if (A) the Designated First Lien Representative or any other First Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Bankruptcy/Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to all or a material portion of such Collateral (prompt written notice thereof to be given to the Designated Second Lien Representative by the Designated First Lien Representative; provided that the failure to give such notice shall not affect the effectiveness and validity of this clause (b)) or (B) at any time a Grantor is then a debtor under or with respect to (or otherwise subject to) any Bankruptcy/Liquidation Proceeding (except as otherwise set forth in this Section 2.03(b) or in Section 2.06) and (ii) after the expiration of the Standstill Period, so long as neither the Designated First Lien Representative nor any other First Lien Secured Party has commenced any action to enforce the Liens securing the First Lien Secured Obligations on all or any material portion of the Collateral and is not stayed from such enforcement as described above, the Second Lien Secured Parties (or the Designated Second Lien Representative on their behalf) may, subject to the provisions of Article 7, enforce the Liens securing the Second Lien Secured Obligations with respect to all or any portion of the Collateral. If the Designated Second Lien Representative or any other Second Lien Secured Party exercises any rights or remedies with respect to the Collateral in accordance with the immediately preceding sentence of this paragraph and thereafter the Designated First Lien Representative or any other First Lien Secured Party commences (or attempts to commence or given notice of its intent to commence) the exercise of any of its rights or remedies with respect to all or a material portion of the Collateral (including seeking relief from the automatic stay or any other stay in any Bankruptcy/Liquidation Proceeding), the Standstill Period shall recommence and the Designated Second Lien Representative and each other Second Lien Secured Party shall rescind any such rights or remedies already exercised with respect to the Collateral.

No Action with Respect to Second Lien Collateral Subject to First Liens. So Subject to Section 4.01(b), so long as the Discharge of First Lien Secured Obligations has not occurred, no Second Lien Representative nor any other Second Lien Secured Party shall commence or instruct the Designated Second Lien 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 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 Second Lien Collateral under any Second Lien Security Document, Requirements of Law or otherwise (including the exercise of any right of setoff or recoupment, any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Representative or any Second Lien Secured Party is a party or any right to credit bid (other than pursuant to Permitted Second Lien Credit Bid Rights)party), at any time prior to the Discharge of First Lien Secured Obligations; it being agreed that, except as otherwise provided herein, that only the Designated First Lien RepresentativeRepresentative or any Person authorized by it, acting in accordance with the First Lien Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to the Collateralremedies. Notwithstanding the foregoing, any Second Lien Representative may and any other Second Lien Secured Party may, subject to Article 3 and Section 4.04, (i) subject to Section 2.07, take all such actions as it shall deem necessary to create, perfect (or continue the perfection of)continue, preserve or protect the perfection of (but not enforce) the Liens securing the Second Lien Secured Obligations granted on any Second Lien Collateral; , (ii) subject to Section 2.07, vote on any plan of reorganization or similar dispositive restructuring planreorganization, file any proof of claim, make other filings and make any arguments and motions that are, in each case, not inconsistent in accordance with the priorities set forth in terms of this Agreement, with respect to, or in respect of, to the Second Lien Secured Obligations and/or and the Second Lien Collateral; , (iii) 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 Second Lien Secured Parties, including any claims secured by the Second Lien Collateral, if any, in each case in accordance with the terms of this Agreement; , (iv) join (but not exercise any control with respect to) any judicial foreclosure proceeding or proceeding, other judicial lien enforcement proceeding or motion to lift the automatic stay with respect to the Collateral initiated by the Designated First Lien Representative or any other First Lien Secured Party to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the exercise of remedies by the Designated First Lien Representative or such other First Lien Secured Party (it being understood that neither the Second Lien Representative nor any other Second Lien Secured Party shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and , (v) credit bid all file any pleadings, objections, motions or any part agreements which assert rights or interests available to unsecured creditors of the Second Lien Secured Obligations Grantors arising under Section 363(k) of the Bankruptcy Code (or any comparable provision of any other applicable Debtor Relief Law) pursuant tolaw, in each case, not inconsistent with this Agreement or applicable law, and in accordance with, the (vi) exercise of Permitted Second Lien Credit Bid Rights Furthermore, notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prohibit the receipt by any Second Lien Representative or any Second Lien Secured Parties of the required payments of interest, principal, premium and other amounts owed in respect of the Second Lien Secured Obligations (x) if the Discharge of First Lien Secured Obligations has occurred or (y) if the Discharge of First Lien Secured Obligations has not occurred so long as, in the case of this clause (y), such receipt is not the direct or indirect result of the exercise by the Second Lien Representatives or any other Second Lien Secured Party of rights or remedies with respect to the Collateral (including setoff or recoupment or credit bidding (other than pursuant after the termination of the Standstill Period to the Permitted Second Lien Credit Bid Rights)extent permitted by clause (b) or enforcement of any Lien held by any of thembelow.