Common use of Permitted Actions Clause in Contracts

Permitted Actions. Notwithstanding the continuation of the Forbearance Period, Lenders may take any of the following actions (the “Permitted Actions”) at any time: (a) take any action to preserve its rights in Collateral or to preserve the future exercise of any remedies, including but not limited to objecting to or contesting, or supporting any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien in the Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the Liens in the Collateral granted to Administrative Agent or any Lender and the priority and rights as between Lender and any subordinated lenders; (b) prepare and file UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of Lender; (c) take actions to determine the specific items included in the Collateral and the steps taken to perfect its Liens thereon; (d) notify any Person of the existence of a Default or Event of Default and confirm the amount and type of collateral held under any lockbox agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement or institute any action or proceeding with respect to such rights or remedies, but only to preserve Lender's rights thereunder with respect to any third parties or Borrower; (e) contest, protest or object to any foreclosure proceeding or action or any other exercise of any rights and remedies relating to the Collateral brought by any Person other than Lenders; (f) file a proof of claim under any judicial or non-judicial proceedings with regard to Borrower or the Collateral seeking payment or damages from or other relief by way of specific performance, instructions or otherwise under or with respect to any Loan Document or otherwise take any action to preserve the enforcement of, or any remedy under, any Loan Document, including without limitation the taking any action authorized with respect to the Collateral under applicable bankruptcy law, free of this Agreement, to prevent use of cash collateral, to obtain relief from stay or to exercise any other rights afforded Lenders or lenders under the Bankruptcy Code; (g) seek and obtain relief against any creditor that threatens to take, or has the right to take, any action with regard to the Collateral, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by Borrower that Lender's damages from such actions may at that time be difficult to ascertain and may be irreparable, and Borrower irrevocably waives any defense that Lenders cannot demonstrate damage and/or might be made whole by the awarding of damages; (h) at any time inspect, assemble, prepare for repossession or removal, preserve and protect the Collateral; (i) declare, and deliver to Borrower one or more notices relating to the declaration of, any additional Default or Event of Default arising under the Credit Agreement prior to or during the Forbearance Period. With respect to any additional Default arising prior to or during the Forbearance Period that is (i) the subject of a notice of default delivered to Borrower during the Forbearance Period and (ii) subject to an applicable cure period under the Credit Agreement, Borrower acknowledges that the existence of the Forbearance Period will not toll or otherwise extend any cure period applicable to such Default; and (j) prepare and deliver to Borrower or any other Person any notice, demand or other instruction (excluding a notice that the Administrative Agent or Lender intends to conduct a judicial or non-judicial foreclosure with respect to any of the Collateral or a demand for default interest under the Credit Agreement) contemplated by any of the Loan Documents or applicable law.

Permitted Actions. Notwithstanding The Agent, the continuation Lenders and the Security Trustee may from time to time, in their sole discretion and without notice to or consent of the Forbearance PeriodGuarantors, Lenders may take any or all of the following actions (the “Permitted Actions”) at any timeactions: (a) take any action to preserve its rights in Collateral retain or to preserve the future exercise of any remedies, including but not limited to objecting to or contesting, or supporting any other Person in contesting or objecting to, obtain a security interest in any proceeding (including without limitation, any Insolvency Proceeding)assets of the Borrowers, the validity, extent, perfection, priority Guarantors or enforceability of any Lien in the Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction to secure any of the Liens in the Collateral granted to Administrative Agent or any Lender and the priority and rights as between Lender and any subordinated lendersGuaranteed Obligations; (b) prepare and file UCC-1 financing statements, patent, trademark retain or copyright filings obtain the primary or other filings or recordings filed or recorded by or on behalf of Lender; (c) take actions to determine the specific items included in the Collateral and the steps taken to perfect its Liens thereon; (d) notify any Person of the existence of a Default or Event of Default and confirm the amount and type of collateral held under any lockbox agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement or institute any action or proceeding with respect to such rights or remedies, but only to preserve Lender's rights thereunder with respect to any third parties or Borrower; (e) contest, protest or object to any foreclosure proceeding or action or any other exercise secondary obligation of any rights and remedies relating obligor or obligors, in addition to the Collateral brought by any Person other than Lenders; (f) file a proof of claim under any judicial or non-judicial proceedings with regard to Borrower or the Collateral seeking payment or damages from or other relief by way of specific performanceGuarantors, instructions or otherwise under or with respect to any Loan Document or otherwise take any action to preserve the enforcement of, or any remedy under, any Loan Document, including without limitation the taking any action authorized with respect to the Collateral under applicable bankruptcy law, free of this Agreement, to prevent use of cash collateral, to obtain relief from stay or to exercise any other rights afforded Lenders or lenders under the Bankruptcy Code; (g) seek and obtain relief against any creditor that threatens to take, or has the right to take, any action with regard to the Collateral, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by Borrower that Lender's damages from such actions may at that time be difficult to ascertain and may be irreparable, and Borrower irrevocably waives any defense that Lenders cannot demonstrate damage and/or might be made whole by the awarding of damages; (h) at any time inspect, assemble, prepare for repossession or removal, preserve and protect the Collateral; (i) declare, and deliver to Borrower one or more notices relating to the declaration of, any additional Default or Event of Default arising under the Credit Agreement prior to or during the Forbearance Period. With respect to any additional Default arising prior to or during the Forbearance Period that is (i) the subject of a notice of default delivered to Borrower during the Forbearance Period and (ii) subject to an applicable cure period under the Credit Agreement, Borrower acknowledges that the existence of the Forbearance Period will not toll or otherwise extend any cure period applicable to such Default; and (j) prepare and deliver to Borrower or any other Person any notice, demand or other instruction (excluding a notice that the Administrative Agent or Lender intends to conduct a judicial or non-judicial foreclosure with respect to any of the Collateral Guaranteed Obligations; (c) extend or a demand renew for default interest under one or more periods (whether or not longer than the Credit Agreement) contemplated by original period), alter or exchange any of the Guaranteed Obligations; (d) waive, ignore or forbear from taking action or otherwise exercising any of its rights or remedies with respect to any default under the Loan Documents Documents; (e) release, waive or applicable lawcompromise any obligation of the Guarantors hereunder or any obligation of any nature of any other obligor primarily or secondarily obligated with respect to any of the Guaranteed Obligations; (f) release its Lien on or in, or surrender, release or permit any substitution or exchange for, all or any part of the Mortgaged Vessels or any other Collateral now or hereafter securing any of the Guaranteed Obligations or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, waive compromise, alter or exchange any obligations of any nature of any obligor with respect to any such property; and (g) demand payment or performance of any of the Guaranteed Obligations from the Guarantors at any time from time to time, whether or not the Agent, the Lenders or the Security Trustee shall have exercised any of its rights or remedies with respect to any property securing any of the Guaranteed Obligations or any obligation hereunder, or proceeded against any other obligor (including the Borrowers) primarily or secondarily liable for payment or performance of any of the Guaranteed Obligations.

Permitted Actions. Notwithstanding (i) Without in any way limiting the continuation generality of the Forbearance Periodforegoing paragraph (but subject to any rights of Grantors under the ABL Loan Documents and subject to the provisions of this Agreement), Lenders may take ABL Claimholders, ABL Agent and any of them may, at any time and from time to time in accordance with the ABL Loan Documents and/or applicable law, without the consent of, or notice to, Term Agent or any Term Loan Claimholders, without incurring any liabilities to Term Agent or any Term Loan Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of Term Agent or any Term Loan Claimholders is affected, impaired, or extinguished thereby) do any one or more of the following without the prior written consent of Term Agent: (1) Subject to Section 5.3(a), change the manner, place, or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase, or alter, the terms of any of the following actions ABL Obligations or any Lien on any ABL Collateral or guarantee thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the “Permitted Actions”ABL Obligations, without any restriction as to the tenor or terms of any such increase or extension) at or otherwise amend, renew, exchange, extend, modify, or supplement in any time:manner any Liens held by ABL Agent or any ABL Claimholders, the ABL Obligations, or any of the ABL Loan Documents;; (a2) take any action to preserve its rights in Collateral sell, exchange, release, surrender, realize upon, enforce or to preserve the future exercise of any remedies, including but not limited to objecting to or contesting, or supporting any other Person in contesting or objecting to, otherwise deal with in any proceeding (including without limitation, manner and in any Insolvency Proceeding), order any part of the validity, extent, perfection, priority or enforceability of any Lien in the ABL Collateral or any avoidanceliability of any Grantor to ABL Claimholders or ABL Agent, invalidation or subordination by any third party or court of competent jurisdiction of the Liens in the Collateral granted to Administrative Agent or any Lender and the priority and rights as between Lender and any subordinated lendersliability incurred directly or indirectly in respect thereof; (b3) prepare and file UCC-1 financing statements, patent, trademark settle or copyright filings or other filings or recordings filed or recorded by or on behalf of Lender; (c) take actions to determine the specific items included in the Collateral and the steps taken to perfect its Liens thereon; (d) notify compromise any Person of the existence of a Default or Event of Default and confirm the amount and type of collateral held under any lockbox agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement or institute any action or proceeding with respect to such rights or remedies, but only to preserve Lender's rights thereunder with respect to any third parties or Borrower; (e) contest, protest or object to any foreclosure proceeding or action ABL Obligation or any other exercise liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the ABL Obligations) in any manner or order; and (4) exercise or delay in or refrain from exercising any right or remedy against any Grantor or any other person, elect any remedy and otherwise deal freely with any Grantor or any ABL Collateral and any security and any guarantor or any liability of any ABL Grantor to ABL Claimholders or any liability incurred directly or indirectly in respect thereof. (ii) Without in any way limiting the generality of the foregoing paragraph (but subject to any rights of Grantors under the Term Loan Documents and remedies relating subject to the Collateral brought by any Person other than Lenders; (f) file a proof of claim under any judicial or non-judicial proceedings with regard to Borrower or the Collateral seeking payment or damages from or other relief by way of specific performance, instructions or otherwise under or with respect to any Loan Document or otherwise take any action to preserve the enforcement of, or any remedy under, any Loan Document, including without limitation the taking any action authorized with respect to the Collateral under applicable bankruptcy law, free provisions of this Agreement, Term Loan Claimholders, Term Agent and any of them may, at any time and from time to prevent use time in accordance with the Term Loan Documents and/or applicable law, without the consent of, or notice to, ABL Agent or any ABL Claimholders, without incurring any liabilities to ABL Agent or any ABL Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of cash collateralsubrogation or other right or remedy of ABL Agent or any ABL Claimholders is affected, impaired, or extinguished thereby) do any one or more of the following without the prior written consent of ABL Agent: (1) Subject to obtain relief from stay Section 5.3(b), change the manner, place, or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase, or alter, the terms of any of the Term Loan Obligations or any Lien on any Term Loan Collateral or guarantee thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Term Loan Obligations, without any restriction as to exercise the tenor or terms of any other rights afforded Lenders such increase or lenders under extension) or otherwise amend, renew, exchange, extend, modify, or supplement in any manner any Liens held by Term Agent or any Term Loan Claimholders, the Bankruptcy CodeTerm Loan Obligations, or any of the Term Loan Documents; (g2) seek sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and obtain relief against in any creditor that threatens order any part of the Term Loan Collateral or any liability of any Grantor to takeTerm Loan Claimholders or ABL Agent, or has the right to take, any action with regard to the Collateral, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by Borrower that Lender's damages from such actions may at that time be difficult to ascertain and may be irreparable, and Borrower irrevocably waives any defense that Lenders cannot demonstrate damage and/or might be made whole by the awarding of damagesliability incurred directly or indirectly in respect thereof; (h3) at settle or compromise any time inspect, assemble, prepare for repossession Term Loan Obligation or removal, preserve any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and protect the Collateral; (i) declare, apply any sums by whomsoever paid and deliver to Borrower one or more notices relating to the declaration of, any additional Default or Event of Default arising under the Credit Agreement prior to or during the Forbearance Period. With respect however realized to any additional Default arising prior to liability (including the Term Loan Obligations) in any manner or during the Forbearance Period that is (i) the subject of a notice of default delivered to Borrower during the Forbearance Period and (ii) subject to an applicable cure period under the Credit Agreement, Borrower acknowledges that the existence of the Forbearance Period will not toll or otherwise extend any cure period applicable to such Defaultorder; and (j4) prepare and deliver to Borrower exercise or delay in or refrain from exercising any right or remedy against any Grantor or any other Person person, elect any notice, demand remedy and otherwise deal freely with any Grantor or other instruction (excluding a notice that the Administrative Agent any Term Loan Collateral and any security and any guarantor or Lender intends any liability of any Grantor to conduct a judicial Term Loan Claimholders or non-judicial foreclosure with any liability incurred directly or indirectly in respect to any of the Collateral or a demand for default interest under the Credit Agreement) contemplated by any of the Loan Documents or applicable lawthereof.

Permitted Actions. Notwithstanding (i) Without in any way limiting the continuation generality of the Forbearance Periodforegoing paragraph (but subject to any rights of Obligors under the ABL Loan Documents and subject to the provisions of this Agreement), Lenders may take ABL Claimholders, ABL Agent and any of them may, at any time and from time to time in accordance with the ABL Loan Documents and/or applicable law, without the consent of, or notice to, Term Agent or any Term Loan Claimholders, without incurring any liabilities to Term Agent or any Term Loan Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of Term Agent or any Term Loan Claimholders is affected, impaired, or extinguished thereby) do any one or more of the following without the prior written consent of Term Agent: (1) Subject to Sections 4.1 and 5.3(a), change the manner, place, or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase, or alter, the terms of any of the following actions ABL Obligations or any Lien on any Collateral or guarantee thereof or any liability of any Obligor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the “Permitted Actions”ABL Obligations, without any restriction as to the tenor or terms of any such increase or extension) at or otherwise amend, renew, exchange, extend, modify, or supplement in any time:manner any Liens held by ABL Agent or any ABL Claimholders, the ABL Obligations, or any of the ABL Loan Documents;; (a2) take any action to preserve its rights in Collateral sell, exchange, release, surrender, realize upon, enforce or to preserve the future exercise of any remedies, including but not limited to objecting to or contesting, or supporting any other Person in contesting or objecting to, otherwise deal with in any proceeding (including without limitation, manner and in any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability order any part of any Lien in the Collateral or any avoidanceliability of any Obligor to ABL Claimholders or ABL Agent, invalidation or subordination by any third party or court of competent jurisdiction of the Liens in the Collateral granted to Administrative Agent or any Lender and the priority and rights as between Lender and any subordinated lendersliability incurred directly or indirectly in respect thereof; (b3) prepare and file UCC-1 financing statements, patent, trademark settle or copyright filings or other filings or recordings filed or recorded by or on behalf of Lender; (c) take actions to determine the specific items included in the Collateral and the steps taken to perfect its Liens thereon; (d) notify compromise any Person of the existence of a Default or Event of Default and confirm the amount and type of collateral held under any lockbox agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement or institute any action or proceeding with respect to such rights or remedies, but only to preserve Lender's rights thereunder with respect to any third parties or Borrower; (e) contest, protest or object to any foreclosure proceeding or action ABL Obligation or any other exercise liability of any Obligor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the ABL Obligations) in any manner or order; and (4) exercise or delay in or refrain from exercising any right or remedy against any Obligor or any other person, elect any remedy and otherwise deal freely with any Obligor or any Collateral and any security and any guarantor or any liability of any ABL Obligor to ABL Claimholders or any liability incurred directly or indirectly in respect thereof. (ii) Without in any way limiting the generality of the foregoing paragraph (but subject to any rights of Obligors under the Term Loan Documents and remedies relating subject to the Collateral brought by any Person other than Lenders; (f) file a proof of claim under any judicial or non-judicial proceedings with regard to Borrower or the Collateral seeking payment or damages from or other relief by way of specific performance, instructions or otherwise under or with respect to any Loan Document or otherwise take any action to preserve the enforcement of, or any remedy under, any Loan Document, including without limitation the taking any action authorized with respect to the Collateral under applicable bankruptcy law, free provisions of this Agreement, Term Loan Claimholders, Term Agent and any of them may, at any time and from time to prevent use time in accordance with the Term Loan Documents and/or applicable law, without the consent of, or notice to, ABL Agent or any ABL Claimholders, without incurring any liabilities to ABL Agent or any ABL Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of cash collateralsubrogation or other right or remedy of ABL Agent or any ABL Claimholders is affected, impaired, or extinguished thereby) do any one or more of the following without the prior written consent of ABL Agent: (1) Subject to obtain relief from stay Sections 4.1 and 5.3(b), change the manner, place, or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase, or alter, the terms of any of the Term Loan Obligations or any Lien on any Collateral or guarantee thereof or any liability of any Obligor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Term Loan Obligations, without any restriction as to exercise the tenor or terms of any other rights afforded Lenders such increase or lenders under extension) or otherwise amend, renew, exchange, extend, modify, or supplement in any manner any Liens held by Term Agent or any Term Loan Claimholders, the Bankruptcy CodeTerm Loan Obligations, or any of the Term Loan Documents; (g2) seek sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and obtain relief against in any creditor that threatens order any part of the Collateral or any liability of any Obligor to takeTerm Loan Claimholders or ABL Agent, or has the right to take, any action with regard to the Collateral, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by Borrower that Lender's damages from such actions may at that time be difficult to ascertain and may be irreparable, and Borrower irrevocably waives any defense that Lenders cannot demonstrate damage and/or might be made whole by the awarding of damagesliability incurred directly or indirectly in respect thereof; (h3) at settle or compromise any time inspect, assemble, prepare for repossession Term Loan Obligation or removal, preserve any other liability of any Obligor or any security therefor or any liability incurred directly or indirectly in respect thereof and protect the Collateral; (i) declare, apply any sums by whomsoever paid and deliver to Borrower one or more notices relating to the declaration of, any additional Default or Event of Default arising under the Credit Agreement prior to or during the Forbearance Period. With respect however realized to any additional Default arising prior to liability (including the Term Loan Obligations) in any manner or during the Forbearance Period that is (i) the subject of a notice of default delivered to Borrower during the Forbearance Period and (ii) subject to an applicable cure period under the Credit Agreement, Borrower acknowledges that the existence of the Forbearance Period will not toll or otherwise extend any cure period applicable to such Defaultorder; and (j4) prepare and deliver to Borrower exercise or delay in or refrain from exercising any right or remedy against any Obligor or any other Person person, elect any notice, demand remedy and otherwise deal freely with any Obligor or other instruction (excluding a notice that the Administrative Agent any Term Loan Collateral and any security and any guarantor or Lender intends any liability of any Obligor to conduct a judicial Term Loan Claimholders or non-judicial foreclosure with any liability incurred directly or indirectly in respect to any of the Collateral or a demand for default interest under the Credit Agreement) contemplated by any of the Loan Documents or applicable lawthereof.

Permitted Actions. Notwithstanding Anything to the continuation of the Forbearance Periodcontrary in this Section 3 notwithstanding, Lenders may take any of the following actions (the “Permitted Actions”) at any timeClaimholder may: (a) take if an Insolvency Proceeding has been commenced by or against any action Grantor, file a claim or statement of interest with respect to preserve its rights in Collateral or to preserve the future exercise of any remedies, including but not limited to objecting to or contesting, or supporting any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien in Debt and the Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the Liens in the Collateral granted to Administrative Agent or any Lender and the priority and rights as between Lender and any subordinated lenderssecuring such Debt; (b) prepare take any action in order to create, perfect or preserve its Lien in and file UCC-1 financing statementsto the Collateral, patent, trademark to prevent the running of any applicable statute of limitation or copyright filings similar restriction on claims or other filings to assert a compulsory cross-claim or recordings filed or recorded by or on behalf of Lendercounterclaim against any Person; (c) take actions before or after the commencement of an Insolvency Proceeding, file any necessary responsive or defensive pleadings (i) in opposition to determine any motion, claim, adversary proceeding, or other pleading made by any Person objecting to or otherwise seeking the specific items included disallowance of the claims of (A) in the Collateral case of a claim of an ABL Claimholder, the ABL Claimholders, or (B) in the case of a claim of a Term Loan Claimholder, the Term Loan Claimholders, or (ii) asserting rights available to unsecured creditors of the applicable Grantor, in each case in accordance with and not in contravention of the steps taken to perfect its Liens thereonterms of this Agreement; (d) notify during an Insolvency Proceeding, vote on any Person plan of reorganization, scheme or arrangement, or liquidation (or similar arrangement affecting creditors’ rights generally) and make any filings and motions therein that are, in each case, not in contravention of the existence provisions of a Default or Event of Default and confirm the amount and type of collateral held under any lockbox agreementthis Agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement or institute any action or proceeding with respect to such rights or remedies(i) in the case of an ABL Claimholder, but only to preserve Lender's rights thereunder with respect to any third parties or Borrowerthe ABL Debt, and (ii) in the case of a Term Loan Claimholder, the Term Loan Debt, and (in each case) the Collateral; (e) contestin the case of a Junior Agent, protest or object to join (but not exercise any control with respect to) any judicial foreclosure proceeding or action or any other exercise of any rights and remedies relating judicial lien enforcement proceeding with respect to the Priority Collateral brought of the Priority Agent initiated by such Priority Agent to the extent that any Person other than Lenderssuch action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with an Enforcement Action by such Priority Agent (it being understood that neither the Junior Agent nor any Junior Claimholder shall be entitled to receive any Proceeds from the Priority Collateral unless otherwise expressly permitted herein); (f) file a proof of claim under any judicial subject to Section 3.6(a), inspect, appraise or non-judicial proceedings with regard to Borrower or value the Collateral seeking payment (and to engage or damages from retain investment bankers or other relief by way appraisers for the purposes of specific performanceappraising or valuing the Collateral) or to receive information or reports concerning the Collateral, instructions in each case pursuant to the terms of the ABL Documents or otherwise under or with respect to any Term Loan Document or otherwise take any action to preserve the enforcement ofDocuments, as applicable, or any remedy under, any Loan Document, including without limitation the taking any action authorized with respect to the Collateral under applicable bankruptcy law, free of this Agreement, to prevent use of cash collateral, to obtain relief from stay or to exercise any other rights afforded Lenders or lenders under the Bankruptcy Code; (g) subject to Section 3.6(a), take any action to seek and obtain specific performance or injunctive relief to compel a Grantor to comply with (or not to violate or breach) an obligation under the ABL Documents or Term Loan Documents, as applicable; provided that such action does not include any action by a Junior Claimholder to seek specific performance or injunctive relief against any creditor that threatens to take, Priority Claimholder or has the right to take, Disposition of any action with regard to such Priority Claimholder’s Priority Collateral in contravention of the Collateral, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by Borrower that Lender's damages from such actions may at that time be difficult to ascertain and may be irreparable, and Borrower irrevocably waives any defense that Lenders cannot demonstrate damage and/or might be made whole by the awarding provisions of damagesthis Agreement; (h) bid for Collateral at any time inspectpublic or private sale thereof, assembleprovided that (i) such Claimholder does not challenge the bid of the Priority Agent for its Priority Collateral other than by the submission of a competing cash bid, prepare (ii) each Priority Lender may subject to the terms of its Collateral Documents offset its Priority Debt against the purchase price for repossession the Priority Collateral and (iii) if such sale includes Junior Collateral and Priority Collateral, the Junior Lenders may only bid cash with respect to the Priority Collateral; provided, that the cash portion of any such bid need not exceed the amount of the ABL Priority Debt or removalthe Term Loan Priority Debt, preserve and protect the as applicable, in respect of such Priority Collateral;; and (i) declare, and deliver enforce the terms of any subordination agreement with any Person (other than a Grantor) with respect to Borrower one or more notices relating debt of a Grantor that is subordinated to the declaration of, any additional Default ABL Debt or Event of Default arising under the Credit Agreement prior to or during the Forbearance Period. With respect to any additional Default arising prior to or during the Forbearance Period that is Term Loan Debt provided (i) the subject of a prior written notice of default delivered such action is provided to Borrower during the Forbearance Period and each Agent, (ii) no such action includes any Enforcement Action, (iii) any payment or other property received by such Claimholder, to the extent resulting from a payment or other transfer of property or an interest in property of any Grantor, shall be deemed to be Proceeds of Collateral subject to an applicable cure period under the Credit Agreementother terms of this Agreement and (iv) any other payments received by such Claimholder in connection with such action shall otherwise be subject to the terms of such subordination agreement with any other Person, Borrower acknowledges that the existence any related subordination agreement with either or both of the Forbearance Period will not toll or otherwise extend any cure period applicable to such Default; and (j) prepare Agents and deliver to Borrower or any other Person any notice, demand or other instruction (excluding a notice that the Administrative Agent or Lender intends to conduct a judicial or non-judicial foreclosure with respect to any of the Collateral or a demand for default interest under the Credit this Agreement) contemplated by any of the Loan Documents or applicable law.

Permitted Actions. Notwithstanding the continuation foregoing subsection (a), any Non-Controlling Authorized Representative or Non-Controlling Secured Party may (i) if an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, file a claim or statement of interest with respect to the Pari Passu Obligations; (ii) take any action that could be exercised by an unsecured creditors so long as such action is not inconsistent with the terms and provisions of this Agreement; (iii) take any action (not adverse to the priority status of the Forbearance PeriodLiens on the Pari Passu Collateral or the rights of Pari Passu Collateral Agent, Lenders may or any Controlling Secured Parties to take enforcement actions with respect to the Pari Passu Collateral) in order to create, prove, preserve and protect the validity, enforceability, perfection and priority of its Lien in and to the Pari Passu Collateral; (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 following actions claims of the Pari Passu Secured Parties, including any claims secured by the Pari Passu Collateral, if any; (v) vote on any Plan of Reorganization and make any filings and motions and file any pleadings, in each case, that are, in each case, not in contravention of the “Permitted Actions”provisions of this Agreement, with respect to the Pari Passu Obligations and the Pari Passu Collateral; (vi) at make any time: election permitted under 11 USC § 1111(b) if classified in a class separate from the Revolving Credit Agreement Obligations; (avii) take any action to preserve its rights value the Pari Passu Collateral in Collateral any Insolvency or to preserve Liquidation Proceeding in an amount greater than the future exercise Revolving Credit Agreement Obligations plus any post-petition interest, fees, costs and other charges, whether or not allowed or allowable; (viii) in the case of a sale or other disposition of any remediesPari Passu Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code, including make a cash bid or credit bid for such property (provided such credit bid includes cash in an amount to cause the Discharge of Revolving Credit Agreement Obligations at the initial closing of such purchase) and (ix) join (but not limited to objecting to or contesting, or supporting exercise any other Person in contesting or objecting control with respect to, in ) any judicial foreclosure proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any Lien in the Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the Liens in the Collateral granted to Administrative Agent or any Lender and the priority and rights as between Lender and any subordinated lenders; (b) prepare and file UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of Lender; (c) take actions to determine the specific items included in the Collateral and the steps taken to perfect its Liens thereon; (d) notify any Person of the existence of a Default or Event of Default and confirm the amount and type of collateral held under any lockbox agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement or institute any action or judicial lien enforcement proceeding with respect to the Pari Passu Collateral initiated by Pari Passu Collateral Agent to the extent that any such rights action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or remedies, but only to preserve Lender's rights thereunder otherwise interfere with respect to any third parties or Borrower; an enforcement action by Pari Passu Collateral Agent (e) contest, protest or object to any foreclosure proceeding or it being understood that all proceeds from such enforcement action or any other exercise of any rights and remedies relating proceeding shall be remitted to Pari Passu Collateral Agent in accordance with the Collateral brought by any Person other than Lenders; (f) file a proof of claim under any judicial or non-judicial proceedings with regard to Borrower or the Collateral seeking payment or damages from or other relief by way of specific performance, instructions or otherwise under or with respect to any Loan Document or otherwise take any action to preserve the enforcement of, or any remedy under, any Loan Document, including without limitation the taking any action authorized with respect to the Collateral under applicable bankruptcy law, free terms of this Agreement, to prevent use of cash collateral, to obtain relief from stay or to exercise any other rights afforded Lenders or lenders under the Bankruptcy Code; (g) seek and obtain relief against any creditor that threatens to take, or has the right to take, any action with regard to the Collateral, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by Borrower that Lender's damages from such actions may at that time be difficult to ascertain and may be irreparable, and Borrower irrevocably waives any defense that Lenders cannot demonstrate damage and/or might be made whole by the awarding of damages; (h) at any time inspect, assemble, prepare for repossession or removal, preserve and protect the Collateral; (i) declare, and deliver to Borrower one or more notices relating to the declaration of, any additional Default or Event of Default arising under the Credit Agreement prior to or during the Forbearance Period. With respect to any additional Default arising prior to or during the Forbearance Period that is (i) the subject of a notice of default delivered to Borrower during the Forbearance Period and (ii) subject to an applicable cure period under the Credit Agreement, Borrower acknowledges that the existence of the Forbearance Period will not toll or otherwise extend any cure period applicable to such Default; and (j) prepare and deliver to Borrower or any other Person any notice, demand or other instruction (excluding a notice that the Administrative Agent or Lender intends to conduct a judicial or non-judicial foreclosure with respect to any of the Collateral or a demand for default interest under the Credit Agreement) contemplated by any of the Loan Documents or applicable law).

Permitted Actions. Notwithstanding Anything to the continuation contrary in this Section 3 notwithstanding, each of the Forbearance Period, Lenders may take any of the following actions (the “Permitted Actions”) at any timeNotes Agent and ABL Agent may: (a) take if an Insolvency Proceeding has been commenced by or against any action Grantor, file a proof of claim or statement of interest with respect to preserve its rights in Collateral or otherwise with respect to preserve the future exercise of any remediesNotes Obligations or the ABL Obligations, including but not limited to objecting to or contestingas the case may be, or supporting otherwise file any other Person in contesting pleadings, objections, motions or objecting toagreements which assert rights or interests available to unsecured creditors of such Grantor arising under any Insolvency Proceeding or applicable non-bankruptcy law, in any proceeding each case not inconsistent with the terms of this Agreement or applicable law (including without limitation, any Insolvency Proceedingthe Bankruptcy Laws), the validity, extent, perfection, priority or enforceability of any Lien in the Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the Liens in the Collateral granted to Administrative Agent or any Lender and the priority and rights as between Lender and any subordinated lenders; (b) prepare take any action (not adverse to the priority status of the Liens on the Collateral of the other, or the rights of the other Agent or any Claimholders to Exercise any Secured Creditor Remedies) in order to create or perfect its Lien in and file UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of Lenderto the Collateral; (c) take actions file any necessary responsive or defensive pleadings in opposition to determine any motion, claim, adversary proceeding, or other pleading made by any person objecting to or otherwise seeking the specific items included in disallowance or subordination of its claims or the Collateral and claims of its Claimholders, or the steps taken to perfect avoidance of its Liens thereonLiens; (d) notify object to any Person proposed acceptance of (i), in the case of Notes Agent, ABL Priority Collateral by an ABL Claimholder pursuant to Section 9-620 of the existence UCC and (ii) in the case of ABL Agent, Notes Priority Collateral by a Default or Event Notes Claimholder pursuant to Section 9-620 of Default and confirm the amount and type of collateral held under any lockbox agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement or institute any action or proceeding with respect to such rights or remedies, but only to preserve Lender's rights thereunder with respect to any third parties or BorrowerUCC; (e) contestmake any arguments and motions that are, protest or object to any foreclosure proceeding or action or any other exercise in each case, in accordance with the terms of any rights and remedies relating to the Collateral brought by any Person other than Lendersthis Agreement; (f) file a proof vote on any plan of claim under any judicial or non-judicial proceedings reorganization in accordance with regard to Borrower or the Collateral seeking payment or damages from or other relief by way of specific performance, instructions or otherwise under or with respect to any Loan Document or otherwise take any action to preserve the enforcement of, or any remedy under, any Loan Document, including without limitation the taking any action authorized with respect to the Collateral under applicable bankruptcy law, free terms of this Agreement, to prevent use of cash collateral, to obtain relief from stay or to exercise any other rights afforded Lenders or lenders under the Bankruptcy Code; (g) seek and obtain relief against the Notes Agent may join (but not exercise any creditor that threatens to take, control with respect to) any judicial foreclosure proceeding or has the right to take, any action other judicial lien enforcement proceeding with regard respect to the CollateralABL Priority Collateral of the other Agent initiated by such otherthe ABL Agent to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by injunction, specific performance and/or other appropriate equitable relief, such otherABL Agent (it being understood that, (i) with respect to ABL Priority Collateral, neither Notes Agent nor any other Notes Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein and agreed by Borrower that Lender's damages from such actions may at that time (ii) with respect to Notes Priority Collateral, neither ABL Agent nor any other ABL Claimholder shall be difficult entitled to ascertain and may be irreparable, and Borrower irrevocably waives receive any defense that Lenders cannot demonstrate damage and/or might be made whole by the awarding of damages;proceeds thereof unless otherwise expressly permitted herein); and (h) at take any time inspect, assemble, prepare for repossession or removal, preserve and protect the Collateral; action described in clauses (i) declare, and deliver to Borrower one or more notices relating to the declaration of, any additional Default or Event of Default arising under the Credit Agreement prior to or during the Forbearance Period. With respect to any additional Default arising prior to or during the Forbearance Period that is through (iviii) the subject of a notice of default delivered to Borrower during the Forbearance Period and (ii) subject to an applicable cure period under the Credit Agreement, Borrower acknowledges that the existence of the Forbearance Period will not toll or otherwise extend any cure period applicable to such Default; and (j) prepare and deliver to Borrower or any other Person any notice, demand or other instruction (excluding a notice that the Administrative Agent or Lender intends to conduct a judicial or non-judicial foreclosure with respect to any definition of the Collateral or a demand for default interest under the Credit Agreement) contemplated by any Exercise of the Loan Documents or applicable lawSecured Creditor Remedies.

Permitted Actions. Notwithstanding Anything to the continuation contrary in this Section 3 notwithstanding, each of the Forbearance Period, Lenders may take any of the following actions (the “Permitted Actions”) at any timeNotes Agent and ABL Agent may: (a) take if an Insolvency Proceeding has been commenced by or against any action Grantor, file a proof of claim or statement of interest with respect to preserve its rights in Collateral or otherwise with respect to preserve the future exercise of any remediesNotes Obligations or the ABL Obligations, including but not limited to objecting to or contestingas the case may be, or supporting otherwise file any other Person in contesting pleadings, objections, motions or objecting toagreements which assert rights or interests available to unsecured creditors of such Grantor arising under any Insolvency Proceeding or applicable non-bankruptcy law, in any proceeding each case not inconsistent with the terms of this Agreement or applicable law (including without limitation, any Insolvency Proceedingthe Bankruptcy Laws), the validity, extent, perfection, priority or enforceability of any Lien in the Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the Liens in the Collateral granted to Administrative Agent or any Lender and the priority and rights as between Lender and any subordinated lenders; (b) prepare take any action (not adverse to the priority status of the Liens on the Collateral of the other, or the rights of the other Agent or any Claimholders to Exercise any Secured Creditor Remedies) in order to create or perfect its Lien in and file UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of Lenderto the Collateral; (c) take actions file any necessary responsive or defensive pleadings in opposition to determine any motion, claim, adversary proceeding, or other pleading made by any person objecting to or otherwise seeking the specific items included in disallowance or subordination of its claims or the Collateral and claims of its Claimholders, or the steps taken to perfect avoidance of its Liens thereonLiens; (d) notify object to any Person proposed acceptance of, in the case of Notes Agent, ABL Priority Collateral by an ABL Claimholder pursuant to Section 9-620 of the existence of a Default or Event of Default and confirm the amount and type of collateral held under any lockbox agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement or institute any action or proceeding with respect to such rights or remedies, but only to preserve Lender's rights thereunder with respect to any third parties or BorrowerUCC; (e) contestmake any arguments and motions that are, protest or object to any foreclosure proceeding or action or any other exercise in each case, in accordance with the terms of any rights and remedies relating to the Collateral brought by any Person other than Lendersthis Agreement; (f) file a proof vote on any plan of claim under any judicial or non-judicial proceedings reorganization in accordance with regard to Borrower or the Collateral seeking payment or damages from or other relief by way of specific performance, instructions or otherwise under or with respect to any Loan Document or otherwise take any action to preserve the enforcement of, or any remedy under, any Loan Document, including without limitation the taking any action authorized with respect to the Collateral under applicable bankruptcy law, free terms of this Agreement, to prevent use of cash collateral, to obtain relief from stay or to exercise any other rights afforded Lenders or lenders under the Bankruptcy Code; (g) seek and obtain relief against the Notes Agent may join (but not exercise any creditor that threatens to take, control with respect to) any judicial foreclosure proceeding or has the right to take, any action other judicial lien enforcement proceeding with regard respect to the CollateralABL Priority Collateral initiated by the ABL Agent to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by injunction, specific performance and/or other appropriate equitable relief, such ABL Agent (it being understood that, (i) with respect to ABL Priority Collateral, neither Notes Agent nor any other Notes Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein and agreed by Borrower that Lender's damages from such actions may at that time (ii) with respect to Notes Priority Collateral, neither ABL Agent nor any other ABL Claimholder shall be difficult entitled to ascertain and may be irreparable, and Borrower irrevocably waives receive any defense that Lenders cannot demonstrate damage and/or might be made whole by the awarding of damages;proceeds thereof unless otherwise expressly permitted herein); and (h) at take any time inspect, assemble, prepare for repossession or removal, preserve and protect the Collateral; action described in clauses (i) declare, and deliver to Borrower one or more notices relating to the declaration of, any additional Default or Event of Default arising under the Credit Agreement prior to or during the Forbearance Period. With respect to any additional Default arising prior to or during the Forbearance Period that is through (iviii) the subject of a notice of default delivered to Borrower during the Forbearance Period and (ii) subject to an applicable cure period under the Credit Agreement, Borrower acknowledges that the existence of the Forbearance Period will not toll or otherwise extend any cure period applicable to such Default; and (j) prepare and deliver to Borrower or any other Person any notice, demand or other instruction (excluding a notice that the Administrative Agent or Lender intends to conduct a judicial or non-judicial foreclosure with respect to any definition of the Collateral or a demand for default interest under the Credit Agreement) contemplated by any Exercise of the Loan Documents or applicable lawSecured Creditor Remedies.

Permitted Actions. Notwithstanding Anything to the continuation of the Forbearance Periodcontrary in this Section 3 notwithstanding, Lenders may take any of the following actions (the “Permitted Actions”) at any timeClaimholder may: (a) take if an Insolvency Proceeding has been commenced by or against any action Grantor, file a claim or statement of interest with respect to preserve its rights (i) in Collateral or to preserve the future exercise case of any remedies, including but not limited to objecting to or contesting, or supporting any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding)an ABL Claimholder, the validityABL Debt, extent, perfection, priority or enforceability of any Lien and (ii) in the Collateral or any avoidancecase of a Term Loan Claimholder, invalidation or subordination by any third party or court of competent jurisdiction of the Liens Term Loan Debt, and in each case the Collateral granted to Administrative Agent or any Lender and the priority and rights as between Lender and any subordinated lenderssecuring such Debt; (b) prepare take any action (not adverse to the priority status of the Liens on the Priority Collateral held by the Priority Agent with respect thereto, or the rights of the Priority Agent or any other Priority Claimholder to undertake Enforcement Actions with respect thereto) in order to create or perfect its Lien in and file UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of Lenderto the Collateral; (c) take actions file any necessary responsive or defensive pleadings in opposition to determine any motion, claim, adversary proceeding, or other pleading made by any Person objecting to or otherwise seeking the specific items included disallowance of the claims of (i) in the Collateral and case of a claim of an ABL Claimholder, the steps taken to perfect its Liens thereonABL Claimholders, or (ii) in the case of a claim of a Term Loan Claimholder, the Term Loan Claimholders, in each case including any claims secured by the Collateral, if any; (d) notify vote on any Person plan of reorganization and make any filings and motions that are, in each case, not in contravention of the existence provisions of a Default or Event of Default and confirm the amount and type of collateral held under any lockbox agreementthis Agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement or institute any action or proceeding with respect to such rights or remedies(i) in the case of an ABL Claimholder, but only to preserve Lender's rights thereunder with respect to any third parties or Borrowerthe ABL Debt, and (ii) in the case of a Term Loan Claimholder, the Term Loan Debt, and (in each case) the Collateral; (e) contest, protest or object to join (but not exercise any control with respect to) any judicial foreclosure proceeding or action or any other exercise of any rights and remedies relating judicial lien enforcement proceeding with respect to the Priority Collateral brought of the Priority Agent initiated by such Priority Agent to the extent that any Person other than Lenderssuch action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with an Enforcement Action by such Priority Agent (it being understood that neither the Junior Agent nor any Junior Claimholder shall be entitled to receive any proceeds from the Priority Collateral unless otherwise expressly permitted herein); (f) file a proof of claim under any judicial or non-judicial proceedings with regard to Borrower or the Collateral seeking payment or damages from or other relief by way of specific performance, instructions or otherwise under or with respect to any Loan Document or otherwise take any action to preserve described in clauses (i) through (viii) in the enforcement of, or any remedy under, any Loan Document, including without limitation the taking any action authorized with respect proviso to the Collateral under applicable bankruptcy law, free definition of this Agreement, to prevent use of cash collateral, to obtain relief from stay or to exercise any other rights afforded Lenders or lenders under the Bankruptcy Code;Enforcement Action; and (g) seek exercise rights and obtain relief against any creditor that threatens to take, or has the right to take, any action with regard remedies as unsecured creditors to the Collateral, extent permitted by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by Borrower that Lender's damages from such actions may at that time be difficult to ascertain and may be irreparable, and Borrower irrevocably waives any defense that Lenders cannot demonstrate damage and/or might be made whole by the awarding of damages; (h) at any time inspect, assemble, prepare for repossession or removal, preserve and protect the Collateral; (i) declare, and deliver to Borrower one or more notices relating to the declaration of, any additional Default or Event of Default arising under the Credit Agreement prior to or during the Forbearance Period. With respect to any additional Default arising prior to or during the Forbearance Period that is (i) the subject of a notice of default delivered to Borrower during the Forbearance Period and (ii) subject to an applicable cure period under the Credit Agreement, Borrower acknowledges that the existence of the Forbearance Period will not toll or otherwise extend any cure period applicable to such Default; and (j) prepare and deliver to Borrower or any other Person any notice, demand or other instruction (excluding a notice that the Administrative Agent or Lender intends to conduct a judicial or non-judicial foreclosure with respect to any of the Collateral or a demand for default interest under the Credit Agreement) contemplated by any of the Loan Documents or applicable lawSection 3.7.

Permitted Actions. Notwithstanding Section 12.2(b) shall not be construed to limit or impair in any way any right of: (a) any Lender to bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by the continuation Trustee upon the instruction of the Forbearance PeriodControlling Lender, or at any sale of Collateral during an Insolvency Proceeding (provided that no such bid may include a “credit bid” in respect of the Class B Obligations unless the proceeds of such bid are otherwise sufficient to enable the Class A Obligations to be paid in full), (b) any Class B Lender to file any 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 Class B Lenders may including any claims secured by the Collateral to the extent not in contravention of the terms of this Agreement, (c) any Class B Lender to exercise any rights or remedies or file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Borrower under applicable law, in each case, to the extent not in contravention of the terms of this Agreement, (d) any Class B Lender to vote on any plan of reorganization or file any proof of claim, (e) any Class B Lender to direct the Trustee to take an Enforcement Action to the extent permitted under Section 12.2(b), (f) any Class B Lender to receive Proceeds of Collateral in accordance with Section 2.7 or 2.8, (g) any Class B Lender, in any Insolvency Proceeding commenced by or against any of the following actions (the “Permitted Actions”) at any time: (a) take any action to preserve its rights in Collateral or to preserve the future exercise of any remedies, including but not limited to objecting to or contesting, or supporting any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding)Borrower, the validityServicer, extentthe Equityholder or the Originator, perfection, priority or enforceability of any Lien in the Collateral or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the Liens in the Collateral granted to Administrative Agent or any Lender and the priority and rights as between Lender and any subordinated lenders; (b) prepare and file UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded by or on behalf of Lender; (c) take actions to determine the specific items included in the Collateral and the steps taken to perfect its Liens thereon; (d) notify any Person of the existence of a Default or Event of Default and confirm the amount and type of collateral held under any lockbox agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement or institute any action or proceeding with respect to such rights or remedies, but only to preserve Lender's rights thereunder with respect to any third parties or Borrower; (e) contest, protest or object to any foreclosure proceeding or action or any other exercise of any rights and remedies relating to the Collateral brought by any Person other than Lenders; (f) file a proof claim or statement of claim under any judicial or non-judicial proceedings with regard to Borrower or the Collateral seeking payment or damages from or other relief by way of specific performance, instructions or otherwise under or with respect to any Loan Document or otherwise take any action to preserve the enforcement of, or any remedy under, any Loan Document, including without limitation the taking any action authorized interest with respect to the Collateral under applicable bankruptcy lawClass B Obligations, free of this Agreement, to prevent use of cash collateral, to obtain relief from stay or to exercise any other rights afforded Lenders or lenders under the Bankruptcy Code; (g) seek and obtain relief against any creditor that threatens to take, or has the right to take, any action with regard to the Collateral, by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by Borrower that Lender's damages from such actions may at that time be difficult to ascertain and may be irreparable, and Borrower irrevocably waives any defense that Lenders cannot demonstrate damage and/or might be made whole by the awarding of damages; (h) at any time inspect, assemble, prepare for repossession Class B Lender to exercise its purchase rights under Article IX or removal, preserve and protect the Collateral; (i) declareSection 12.3, and deliver to Borrower one or more notices relating to the declaration of, any additional Default or Event of Default arising under the Credit Agreement prior to or during the Forbearance Period. With respect to any additional Default arising prior to or during the Forbearance Period that is (i) the Borrower to exercise its purchase rights under Section 12.4; provided, that any such rights shall be subject of a notice of default delivered to Borrower during the Forbearance Period and (ii) subject to an applicable cure period under the Credit Agreement, Borrower acknowledges that the existence of the Forbearance Period will not toll or otherwise extend any cure period applicable to such Default; and (j) prepare and deliver to Borrower or any other Person any notice, demand or other instruction (excluding a notice that the Administrative Agent or Lender intends to conduct a judicial or non-judicial foreclosure with respect in all respects to any of the Collateral or a demand for default interest under the Credit Agreement) contemplated by any of the Loan Documents or applicable lawRemediation Plan.