Common use of Restrictions on Enforcement of Parity Liens Clause in Contracts

Restrictions on Enforcement of Parity Liens. Until the Discharge of Priority Lien Obligations has occurred, whether or not any insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor, the Trustee, the Collateral Agent and the holders of the New Second Lien Convertible Notes: (a) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; (b) will not contest, protest or object to any foreclosure proceeding or action brought by any Priority Lien Representative, any Priority Lien Collateral Agent or any holder of Priority Lien Debt or any other exercise by any of them of any rights and remedies relating to the Collateral under the Priority Lien Documents or otherwise; and (c) will not object to (and will waive any and all claims with respect to) the forbearance by any Priority Lien Representative, any Priority Lien Collateral Agent or the holders of any Priority Lien Debt from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral. Until the Discharge of Priority Lien Obligations has occurred, whether or not any insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor, subject to the preceding paragraph, the Priority Lien Representative, the Priority Lien Collateral Agent and the holders of Priority Lien Debt shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt (including debt related to any DIP Financing as defined below) in any sale, except that the Trustee shall have the credit bid rights discussed below) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Trustee, the Collateral Agent or any holder of New Second Lien Convertible Notes; provided that any proceeds received by any Priority Lien Representative in excess of those necessary to achieve a Discharge of any Priority Lien Obligations are distributed in accordance with the provisions discussed below under “—Order of Application”. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the Priority Lien Representative, the Priority Lien Collateral Agent and holders of Priority Lien Debt may enforce the provisions of the Priority Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Trustee, the Collateral Agent or any holder of the New Second Lien Convertible Notes and regardless of whether any such exercise is adverse to the interest of any holder of the New Second Lien Convertible Notes. Notwithstanding the foregoing, the Trustee, the Collateral Agent and any holder of New Second Lien Convertible Notes may: (i) file a claim or statement of interest with respect to the Parity Lien Obligations; provided that an insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor; (ii) take any action (not adverse to the priority status of the Liens on the Collateral securing the Priority Lien Obligations, or the rights of any Priority Lien Representative, any Priority Lien Collateral Agent or the holders of Priority Lien Debt to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral; (iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the holders of the New Second Lien Convertible Notes, including any claims secured by the Collateral, if any, in each case in accordance with the terms of the Intercreditor Agreement; (iv) except as set forth below under “—Bankruptcy Matters,” vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of the Intercreditor Agreement, with respect to the Parity Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Trustee, the Collateral Agent or any holder of the New Second Lien Convertible Notes may be inconsistent with the provisions of the Intercreditor Agreement; (v) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by any Priority Lien Representative, any Priority Lien Collateral Agent or any other Priority Lien Secured Party, or any sale of Collateral during an insolvency or liquidation proceeding; provided that such bid may not include a “credit bid” in respect of any Parity Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of Priority Lien Obligations; and (vi) object to any proposed acceptance of Collateral by a Priority Lien Representative, a Priority Lien Collateral Agent or Priority Lien Secured Party pursuant to Section 9-620 of the UCC. The Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will agree that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of Priority Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by the Intercreditor Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of Priority Lien Obligations has occurred, except as expressly provided in the Intercreditor Agreement, the sole right of the Trustee, the Collateral Agent and the holders of the New Second Lien Convertible Notes with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Note Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Priority Lien Obligations has occurred. Subject to the terms of the Intercreditor Agreement, the Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, (i) will agree that none of the Trustee, the Collateral Agent nor the holders of the New Second Lien Convertible Notes will take any action that would hinder any exercise of remedies under the Priority Lien Documents or that is otherwise prohibited by the Intercreditor Agreement, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (ii) will waive any and all rights it may have as a junior lien creditor or otherwise to object to the manner in which any Priority Lien Representative, any Priority Lien Collateral Agent or other Priority Lien Secured Party seeks to enforce or collect the Priority Lien Obligations or Liens securing the Priority Lien Obligations granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of any Priority Lien Representative, any Priority Lien Collateral Agent or other Priority Lien Secured Party is adverse to the interest of any of them; and (iii) will acknowledge and agree that no covenant, agreement or restriction contained in any Note Document (other than the Intercreditor Agreement) shall be deemed to restrict in any way the rights and remedies of any Priority Lien Representative, any Priority Lien Collateral Agent or any other Priority Lien Secured Party with respect to the Collateral. Except as specifically set forth in the Intercreditor Agreement, the Trustee, the Collateral Agent and the holders of the New Second Lien Convertible Notes may exercise rights and remedies as unsecured creditors against ION or any Guarantor that has guaranteed or granted Liens to secure the Parity Lien Obligations in accordance with the terms of the Note Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any insolvency or liquidation proceeding with respect to ION or any Guarantor); provided that in the event that any of the Trustee, the Collateral Agent or the holders of the New Second Lien Convertible Notes becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Parity Lien Obligations, such judgment Lien shall be subject to the terms of the Intercreditor Agreement for all purposes.

Restrictions on Enforcement of Parity Liens. (a) Until the Discharge of Priority Lien Obligations has occurred, whether or not any insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor, the Trustee, the Collateral Agent and the holders of the New Second Lien Convertible Notes: (a) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; (b) will not contest, protest or object to any foreclosure proceeding or action brought by any Priority Lien Representative, any Priority Lien Collateral Agent or any holder of Priority Lien Debt or any other exercise by any of them of any rights and remedies relating to the Collateral under the Priority Lien Documents or otherwise; and (c) will not object to (and will waive any and all claims with respect to) the forbearance by any Priority Lien Representative, any Priority Lien Collateral Agent or the holders of any Priority Lien Debt from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral. Until the Discharge of Priority Lien Obligations has occurred, whether or not any insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor, subject to the preceding paragraphObligations, the Priority Lien Representative, the Priority Lien Collateral Agent holders of loans made under the Credit Agreement and the holders of other Priority Lien Debt shall have Obligations will have, subject to the exceptions set forth below in clauses (1) through (4) and Section 6.6, and subject to the rights of the holders of Permitted Prior Liens, the exclusive right to commence and maintain an Enforcement Action enforce, collect or otherwise enforce rightsrealize on any Collateral or exercise any other right or remedy with respect to the Collateral. Neither the Collateral Agent, nor the Trustee, nor holders of the Notes or other Parity Lien Obligations may take any action to enforce, collect or realize on any Collateral or exercise remedies (including set-off, recoupment and the any other right to credit bid their debt (including debt related to any DIP Financing as defined below) in any sale, except that the Trustee shall have the credit bid rights discussed below) and make determinations regarding the release, disposition, or restrictions remedy with respect to the Collateral without any consultation with or the consent of the Trustee, the Collateral Agent or any holder of New Second Lien Convertible Notes; provided that any proceeds received by any Priority Lien Representative in excess of those necessary to achieve a Discharge of any Priority Lien Obligations are distributed in accordance with the provisions discussed below under “—Order of Application”. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the Priority Lien Representative, the Priority Lien Collateral Agent and holders of Priority Lien Debt may enforce the provisions of the Priority Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Trustee, the Collateral Agent or any holder of the New Second Lien Convertible Notes and regardless of whether any such exercise is adverse to the interest of any holder of the New Second Lien Convertible NotesAgent. Notwithstanding the foregoing, the Trustee, the Collateral Agent Trustee and any holder of New Second Lien Convertible Notes may: (i) file a claim or statement of interest with respect to the Parity Lien Obligations; provided that an insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor; (ii) take any action (not adverse to the priority status of the Liens on the Collateral securing the Priority Lien Obligations, or the rights of any Priority Lien Representative, any Priority Lien Collateral Agent or the holders of Priority the Notes (together with any other holder of a Parity Lien Debt Obligation) may, subject to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral; (iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims rights of the holders of the New Second Lien Convertible Notesother Permitted Prior Liens, including any claims secured by the Collateral, if any, in each case in accordance with the terms of the Intercreditor Agreement; (iv) except as set forth below under “—Bankruptcy Matters,” vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of the Intercreditor Agreement, with respect to the Parity Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Trustee, direct the Collateral Agent Agent: (1) without any condition or any holder of the New Second Lien Convertible Notes may be inconsistent with the provisions of the Intercreditor Agreement; (v) bid for or purchase Collateral restriction whatsoever, at any public, private or judicial foreclosure upon such Collateral initiated by any Priority Lien Representative, any Priority Lien Collateral Agent or any other Priority Lien Secured Party, or any sale of Collateral during an insolvency or liquidation proceeding; provided that such bid may not include a “credit bid” in respect of any Parity Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause time after the Discharge of Priority Lien Obligations; and ; (vi2) object as necessary to any proposed acceptance of Collateral by a Priority Lien Representative, a Priority Lien Collateral Agent or Priority Lien Secured Party pursuant to Section 9-620 of the UCC. The Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will agree that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to redeem any Collateral in its capacity as a creditor, unless and until ’s redemption permitted by law or to deliver any notice or demand necessary to enforce (subject to the prior Discharge of Priority Lien Obligations has occurredObligations) any right to claim, except in connection with any foreclosure expressly permitted by the Intercreditor Agreement. Without limiting the generality take or receive proceeds of the foregoing, unless and until the Discharge of Priority Lien Obligations has occurred, except as expressly provided in the Intercreditor Agreement, the sole right of the Trustee, the Collateral Agent and the holders of the New Second Lien Convertible Notes with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Note Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, remaining after the Discharge of Priority Lien Obligations has occurred. Subject in the event of foreclosure or other enforcement of any Permitted Prior Lien; (3) as necessary to perfect or establish the terms priority (subject to Priority Liens and other Permitted Prior Liens) of the Intercreditor AgreementParity Liens upon any Collateral; provided, that the Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Parity Lien Convertible Notes, (i) will agree that none of the Trustee, Obligations may not require the Collateral Agent nor the holders of the New Second Lien Convertible Notes will to take any action that would hinder to perfect any Collateral through possession or control; or (4) as necessary to create, prove, preserve or protect (but not enforce, exercise any remedies in connection with, take possession of remedies under the Priority Lien Documents or that is otherwise prohibited by the Intercreditor interfere with, except as otherwise provided in this Agreement, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (ii) will waive any and all rights it may have as a junior lien creditor or otherwise to object to the manner in which any Priority Lien Representative, any Priority Lien Collateral Agent or other Priority Lien Secured Party seeks to enforce or collect the Priority Lien Obligations or Liens securing the Priority Lien Obligations granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf right of any Priority Lien RepresentativeRepresentative to enforce) the Parity Liens upon any Collateral. (b) Subject to Section 6.6, any until the Discharge of Priority Lien Collateral Agent Obligations, none of the holders the Notes or other Priority Lien Secured Party is adverse to the interest of any of them; and (iii) will acknowledge and agree that no covenant, agreement or restriction contained in any Note Document (other than the Intercreditor Agreement) shall be deemed to restrict in any way the rights and remedies of any Priority Lien Representative, any Priority Lien Collateral Agent or any other Priority Lien Secured Party with respect to the Collateral. Except as specifically set forth in the Intercreditor Agreement, the Trustee, the Collateral Agent and the holders of the New Second Lien Convertible Notes may exercise rights and remedies as unsecured creditors against ION or any Guarantor that has guaranteed or granted Liens to secure the Parity Lien Obligations in accordance with the terms of the Note Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any insolvency or liquidation proceeding with respect to ION or any Guarantor); provided that in the event that any of the TrusteeObligations, the Collateral Agent or any Parity Lien Representative will: (1) request judicial relief, in an Insolvency or Liquidation Proceeding or in any other court, that would hinder, delay, limit or prohibit the lawful exercise or enforcement of any right or remedy otherwise available to the holders of the New Second Priority Lien Convertible Notes becomes a judgment Lien creditor Obligations in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect the Priority Liens or that would limit, invalidate, avoid or set aside any Priority Lien or subordinate the Priority Liens to the Parity Liens or grant the Parity Liens equal ranking to the Priority Liens; (2) oppose or otherwise contest any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement of Priority Liens made by any holder of Priority Lien ObligationsObligations or any Priority Lien Representative in any Insolvency or Liquidation Proceeding; (3) oppose or otherwise contest any lawful exercise by any holder of Priority Lien Obligations or any Priority Lien Representative of the right to credit bid Priority Lien Debt at any sale in foreclosure of Priority Liens; (4) oppose or otherwise contest any other request for judicial relief made in any court by any holder of Priority Lien Obligations or any Priority Lien Representative relating to the lawful enforcement of any Priority Lien; or (5) challenge the validity, enforceability, perfection or priority of the Priority Liens. Notwithstanding the foregoing, both before and during an Insolvency or Liquidation Proceeding, the Collateral Agent, the holders of Parity Lien Obligations and the Parity Lien Representatives may take any actions and exercise any and all rights that would be available to a holder of unsecured claims, including, without limitation, the commencement of an Insolvency or Liquidation Proceeding against the Borrower or any other Pledgor in accordance with applicable law; provided, that the Collateral Agent, the holders of Parity Lien Obligations and the Parity Lien Representatives may not take any of the actions prohibited by clauses (1) through (5) of this Section 3.2(b) or oppose or contest any order that it has agreed not to oppose or contest under Section 3.6. (c) At any time prior to the Discharge of Priority Lien Obligations and after (1) the commencement of any Insolvency or Liquidation Proceeding in respect of the Borrower or any other Pledgor or (2) the Collateral Agent and each Parity Lien Representative have received written notice from any Priority Lien Representative at the direction of an Act of Required Debtholders stating that (A) any Series of Priority Lien Debt has become due and payable in full (whether at maturity, upon acceleration or otherwise) or (B) the holders of Priority Liens securing one or more Series of Priority Lien Debt have become entitled under any Priority Lien Documents to enforce any or all of the Priority Liens by reason of a default under such Priority Lien Documents, no payment of money (or the equivalent of money) will be made from the proceeds of Collateral by the Borrower or any other Pledgor to the Collateral Agent, any Parity Lien Representative or any holder of Parity Lien Obligations (including, without limitation, payments and prepayments made for application to Parity Lien Obligations and all other payments and deposits made pursuant to any provision of any Parity Lien Document). (d) Subject to Section 6.6, all proceeds of Collateral received by the Collateral Agent, any Parity Lien Representative or any holder of Parity Lien Obligations at any time prior to the Discharge of Priority Lien Obligations in violation of Section 3.2(c) will be held by the Collateral Agent, the applicable Parity Lien Representative, the holders of Notes and other holders of Parity Lien Obligations for the account of the holders of Priority Liens and promptly remitted to the Priority Lien Collateral Agent. The Parity Liens will remain attached to and enforceable against all proceeds so held or remitted. All proceeds of Collateral received by the Collateral Agent, any Parity Lien Representative or the holders of Parity Lien Obligations not in violation of this Agreement will be received by the Collateral Agent, such judgment Parity Lien shall be subject to Representatives or such holder of Parity Lien Obligations free from the terms of the Intercreditor Agreement for all purposesPriority Liens.

Restrictions on Enforcement of Parity Liens. ‌ (a) Until the Discharge of Priority Lien Obligations has occurredObligations, whether or not any insolvency Insolvency or liquidation proceeding Liquidation Proceeding has been commenced by or against ION the Borrower or any Guarantor, the TrusteePriority Lien Secured Parties will have, subject to the exceptions set forth below in clauses (1) through (4) and Section 12.07 of the Indenture, and subject to the rights of the holders of Permitted Prior Liens, including with respect to the ABL Collateral Agent and the holders of the New Second ABL Lien Convertible Notes: Obligations, the rights pursuant to the Intercreditor Agreement, the exclusive right to authorize and direct the Collateral Trustee with respect to each of the Priority Lien Security Documents and the Parity Lien Security Documents and the Collateral including, without limitation, the exclusive right to authorize or direct the Collateral Trustee to enforce, collect or realize on any Collateral or exercise any other right or remedy with respect to the Collateral and no Parity Lien Representative or Parity Lien Secured Party may authorize or direct the Collateral Trustee with respect to such matters; provided that the Required Parity Lien Debtholders (aor any Parity Lien Representative representing such Required Parity Lien Debtholders) will not commence may so direct the Collateral Trustee with respect to the enforcement of Parity Lien Security Documents and rights and remedies against the Collateral thereunder after the passage of a period of time of at least 180 days has elapsed since the date on which any Priority Lien Representative received notice pursuant to Section 7.8 from any Parity Lien Representative that (i) an event or maintaincondition which, under the terms of any credit agreement, indenture or other agreement or instrument governing any Series of Secured Debt causes, or seek permits holders of Secured Debt outstanding thereunder to cause, the Secured Debt outstanding thereunder to become immediately due and payable has occurred and is then continuing with respect to the Parity Lien Obligations and (ii) holders of the Parity Lien Obligations under any Series of Parity Lien Debt have accelerated and demanded the repayment of all the principal amount of such Parity Lien Debt in accordance with the applicable Parity Lien Documents and Security Documents (the “Standstill Period”); provided, further, that notwithstanding anything herein to the contrary, in no event shall any Parity Lien Debtholder or Parity Lien Representative so authorize or direct the Collateral Trustee if, notwithstanding the expiration of the Standstill Period, the Priority Lien Secured Parties or a Priority Lien Representative shall have caused the Collateral Trustee to commence or maintain, any Enforcement Action or otherwise and diligently pursue the exercise any of rights or and remedies with respect to all or any material portion of the Collateral; (b) will not contest. Notwithstanding the foregoing, protest but subject to the rights of the ABL Collateral Agent and the holders of the ABL Lien Obligations under the Intercreditor Agreement, the Parity Lien Secured Party may direct the Collateral Trustee or object to any foreclosure proceeding or action brought by any Priority the Parity Lien Representative, as applicable: (1) without any Priority Lien Collateral Agent condition or restriction whatsoever, at any holder time after the Discharge of Priority Lien Debt Obligations; (2) as necessary to redeem any Collateral in a creditor's redemption permitted by law or to deliver any other exercise by any of them of any rights and remedies relating notice or demand necessary to enforce (subject to the Collateral under the prior Discharge of Priority Lien Documents Obligations) any right to claim, take or otherwise; and (c) will not object to (and will waive any and all claims with respect to) the forbearance by any Priority Lien Representative, any Priority Lien receive proceeds of Collateral Agent or the holders of any Priority Lien Debt from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral. Until remaining after the Discharge of Priority Lien Obligations has occurred, whether in the event of foreclosure or not other enforcement of any insolvency Lien (other than Liens in favor of the Collateral Trustee or liquidation proceeding has been commenced by holders or against ION beneficiaries of a Permitted Prior Lien); (3) as necessary to perfect or establish the priority (subject to Priority Liens and other Permitted Prior Liens) of the Parity Liens upon any GuarantorCollateral, subject to the preceding paragraphlimitations set forth in the Security Documents; provided that, the Priority Lien Representative, the Priority Lien Collateral Agent Trustee and the holders of Priority Parity Lien Debt shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt (including debt related to any DIP Financing as defined below) in any sale, except that the Trustee shall have the credit bid rights discussed below) and make determinations regarding the release, disposition, or restrictions with respect to Obligations may not require the Collateral without any consultation with or the consent of the Trustee, the Collateral Agent or any holder of New Second Lien Convertible Notes; provided that any proceeds received by any Priority Lien Representative in excess of those necessary Trustee to achieve a Discharge of any Priority Lien Obligations are distributed in accordance with the provisions discussed below under “—Order of Application”. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the Priority Lien Representative, the Priority Lien Collateral Agent and holders of Priority Lien Debt may enforce the provisions of the Priority Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Trustee, the Collateral Agent or any holder of the New Second Lien Convertible Notes and regardless of whether any such exercise is adverse to the interest of any holder of the New Second Lien Convertible Notes. Notwithstanding the foregoing, the Trustee, the Collateral Agent and any holder of New Second Lien Convertible Notes may: (i) file a claim or statement of interest with respect to the Parity Lien Obligations; provided that an insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor; (ii) take any action to perfect any Collateral through possession or control; (not adverse to the priority status of the Liens on the Collateral securing the Priority Lien Obligations, or the rights of any Priority Lien Representative, any Priority Lien Collateral Agent or the holders of Priority Lien Debt to exercise remedies in respect thereof4) in order as necessary to create, perfectprove, preserve or protect its Lien on (but not enforce) the Parity Liens, subject to the limitations set forth in the Security Documents, upon any Collateral; ; (iii5) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the holders of the New Second Parity Lien Convertible NotesSecured Parties, including any claims secured by the Collateral, if any, in each case in accordance with the terms of the Intercreditor this Agreement; or (iv6) except as set forth below under “—Bankruptcy Matters,” vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of the Intercreditor this Agreement, with respect to the Parity Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Trustee, the Collateral Agent or any holder Trustee (on behalf of the New Second Parity Lien Convertible Notes Secured Parties) or the Parity Lien Representative may be inconsistent with the provisions of this Agreement; (b) Subject to Section 12.07 of the Intercreditor Agreement; (v) bid for or purchase Collateral at any publicIndenture, private or judicial foreclosure upon such Collateral initiated by any Priority Lien Representative, any Priority Lien Collateral Agent or any other Priority Lien Secured Party, or any sale of Collateral during an insolvency or liquidation proceeding; provided that such bid may not include a “credit bid” in respect of any Parity Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause until the Discharge of Priority Lien Obligations; and (vi) object to , whether or not any proposed acceptance Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any Guarantor, none of Collateral by a Priority Lien Representative, a Priority Lien Collateral Agent or Priority Lien Secured Party pursuant to Section 9-620 of the UCC. The Trustee and the Collateral Agent, on behalf of itself and the holders of Parity Lien Obligations, the New Second Lien Convertible Notes, will agree that it will not take or receive any Collateral Trustee (unless acting pursuant to an Act of Required Debtholders) or any proceeds Parity Lien Representative will, or will support any Person who does any of Collateral the following: (1) request judicial relief, in connection with an Insolvency or Liquidation Proceeding or in any other court, or take any other action, that would hinder, delay, limit or prohibit the lawful exercise or enforcement of any right or remedy otherwise available to the Priority Lien Secured Parties in respect of the Priority Liens or that would limit, invalidate, avoid or set aside any Priority Lien or subordinate the Priority Liens to the Parity Liens or grant the Parity Liens equal ranking to the Priority Liens; (including set-off and recoupment2) with respect to oppose or otherwise contest any Collateral in its capacity as a creditor, unless and until motion for relief from the Discharge automatic stay or from any injunction against foreclosure or enforcement of Priority Liens made by any holder of Priority Lien Obligations has occurred, except or any Priority Lien Representative in connection with any foreclosure expressly permitted Insolvency or Liquidation Proceedings; (3) oppose or otherwise contest any lawful exercise by the Intercreditor Agreement. Without limiting the generality of the foregoing, unless and until the Discharge any holder of Priority Lien Obligations has occurred, except as expressly provided in the Intercreditor Agreement, the sole right or any Priority Lien Representative of the Trustee, the Collateral Agent and the holders right to credit bid Priority Lien Debt at any sale in foreclosure of the New Second Lien Convertible Notes with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Note Documents Priority Liens; (4) oppose or otherwise contest any other request for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge judicial relief made in any court by any holder of Priority Lien Obligations has occurred. Subject or any Priority Lien Representative relating to the terms lawful enforcement of the Intercreditor Agreementany Priority Lien; or (5) contest, the Trustee and protest or object to any foreclosure proceeding or action brought by the Collateral Agent, for itself and on behalf of the holders of the New Second Trustee or any Priority Lien Convertible Notes, (i) will agree that none of the Trustee, Secured Party or any other exercise by the Collateral Agent nor Trustee or any Priority Lien Secured Party of any rights and remedies relating to the holders of the New Second Lien Convertible Notes will take any action that would hinder any exercise of remedies Collateral under the Priority Lien Documents or that is otherwise prohibited by the Intercreditor Agreement, including any sale, lease, exchange, transfer or other disposition and each Parity Lien Representative on behalf of the Collateral, whether by foreclosure or otherwise; (ii) will waive itself and each Parity Lien Secured Party hereby waives any and all rights it may have as a junior lien creditor or otherwise to object to the time or manner in which the Collateral Trustee or any Priority Lien Representative, any Priority Lien Collateral Agent or other Priority Lien Secured Party seeks to enforce or collect the Priority Lien Obligations or Liens securing the Priority Lien Obligations granted Liens; (6) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity, enforceability, perfection, priority or extent of the Collateral, regardless of whether any action or failure to act by or on behalf of any Priority Lien Representative, any Priority Lien Collateral Agent or other Priority Lien Secured Party is adverse Liens; or (7) object to the interest of forbearance by the Collateral Trustee from bringing or pursuing any of them; and (iii) will acknowledge and agree that no covenant, agreement foreclosure proceeding or restriction contained in any Note Document (other than the Intercreditor Agreement) shall be deemed to restrict in any way the rights and remedies of any Priority Lien Representative, any Priority Lien Collateral Agent action or any other Priority Lien Secured Party with respect exercise of any rights or remedies relating to the Collateral. Except as specifically set forth in Notwithstanding the Intercreditor Agreementforegoing, both before and during an Insolvency or Liquidation Proceeding, the TrusteeParity Lien Secured Parties may take any actions and exercise any and all rights that would be available to a holder of unsecured claims, including, without limitation, the commencement of an Insolvency or Liquidation Proceeding against the Borrower or any Guarantor in accordance with applicable law; provided that the Parity Lien Secured Parties may not take any of the actions prohibited under this section, including under clauses (1) through (7) of this Section 2.4(b) or oppose or contest any order that it has agreed not to oppose or contest under Section 2.8. (c) At any time prior to the Discharge of Priority Lien Obligations and after (1) the commencement of any Insolvency or Liquidation Proceeding in respect of the Borrower or any Guarantor or (2) the Collateral Agent Trustee and each Parity Lien Representative have received written notice from any Priority Lien Representative at the direction of an Act of Required Debtholders stating that (A) any default exists under any Series of Priority Lien Debt, (B) any Series of Priority Lien Debt has become due and payable in full (whether at maturity, upon acceleration or otherwise) or (C) the holders of Priority Liens securing one or more Series of Priority Lien Debt have become entitled under any Priority Lien Documents to and desire to enforce any or all of the New Second Priority Liens by reason of a default under such Priority Lien Convertible Notes may exercise rights and remedies as unsecured creditors against ION Documents, no payment of money (or the equivalent of money) will be made from the proceeds of Collateral by the Borrower or any Guarantor that has guaranteed to the Collateral Trustee (other than payments to the Collateral Trustee for the benefit of the Priority Lien Secured Parties), any Parity Lien Representative or granted Liens any holder of Parity Lien Obligations (including, without limitation, payments and prepayments made for application to secure Parity Lien Obligations and all other payments and deposits made pursuant to any provision of the Note Documents, the Bridge Loan Documents or any other Parity Lien Document). (d) Subject to Section 12.07 of the Indenture, all proceeds of Collateral received by the Collateral Trustee, any Parity Lien Representative or any holder of Parity Lien Obligations in accordance with violation of Section 2.4(b) or 2.4(c) will be segregated and held in trust by the terms of the Note Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any insolvency or liquidation proceeding with respect to ION or any Guarantor); provided that in the event that any of the Collateral Trustee, the Collateral Agent or applicable Parity Lien Secured Party for the holders account of the New Second Priority Lien Convertible Notes becomes a judgment Secured Parties and remitted to the Collateral Trustee upon demand by the Collateral Trustee or any Priority Lien creditor Representative for application in respect accordance with Section 3.4 hereof. The Parity Liens will remain attached to and, subject to Section 12.06 of the Indenture, enforceable against all proceeds so held or remitted until applied to satisfy the Priority Lien Obligations. All proceeds of Collateral as a result received by the Collateral Trustee, any Parity Lien Representative or any holder of its enforcement Parity Lien Obligations not in violation of its rights as an unsecured creditor with respect to Section 2.4(b) or 2.4(c) will be received by the Collateral Trustee, such Parity Lien Representative or such holder of Parity Lien Obligations free from the Priority Liens and all other Liens except the Parity Lien Obligations, such judgment Lien shall be subject to Liens and the terms of the Intercreditor Agreement for all purposesJunior ABL Liens.

Restrictions on Enforcement of Parity Liens. (a) Until the Discharge of Priority Lien Obligations has occurred, whether or not any insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor, the TrusteeObligations, the Collateral Agent and the holders of the New Second Lien Convertible Notes: (a) will not commence or maintain, or seek to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies with respect to the Collateral; (b) will not contest, protest or object to any foreclosure proceeding or action brought by any Priority Lien Representative, any Priority Lien Collateral Agent or any holder of Priority Lien Debt or any other exercise by any of them of any rights and remedies relating to the Collateral under the Priority Lien Documents or otherwise; and (c) will not object to (and will waive any and all claims with respect to) the forbearance by any Priority Lien Representative, any Priority Lien Collateral Agent or the holders of any Priority Lien Debt from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral. Until the Discharge of Priority Lien Obligations has occurred, whether or not any insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor, subject to the preceding paragraph, the Priority Lien RepresentativeTrustee, the Priority Lien Collateral Agent and the holders of the Priority Lien Debt shall have Obligations will have, subject to the exceptions set forth below in clauses (1) through (4), and subject to the rights, if any, of the holders of Permitted Prior Liens, the exclusive right to commence and maintain an Enforcement Action enforce, collect or otherwise enforce rights, realize on any Collateral or exercise remedies (including set-off, recoupment and the any other right to credit bid their debt (including debt related to any DIP Financing as defined below) in any sale, except that the Trustee shall have the credit bid rights discussed below) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Trustee, the Collateral Agent or any holder of New Second Lien Convertible Notes; provided that any proceeds received by any Priority Lien Representative in excess of those necessary to achieve a Discharge of any Priority Lien Obligations are distributed in accordance with the provisions discussed below under “—Order of Application”. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies remedy with respect to the Collateral, the Priority Lien Representativeincluding, without limitation, the Priority right to instruct the Collateral Trustee with respect to all Collateral Trust Security Rights as described in Section 3.1(b). The Parity Lien Collateral Agent Agent, the Trustee and the holders of Notes or other Parity Lien Obligations may not take any action to enforce, collect or realize on any Collateral or exercise any other right or remedy with respect to the Collateral until the Discharge of Priority Lien Debt may enforce the provisions of the Priority Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Trustee, the Collateral Agent or any holder of the New Second Lien Convertible Notes and regardless of whether any such exercise is adverse to the interest of any holder of the New Second Lien Convertible NotesObligations. Notwithstanding the foregoing, the TrusteeRequired Parity Lien Debtholders may, the Collateral Agent and any holder of New Second Lien Convertible Notes may: (i) file a claim or statement of interest with respect subject to the Parity Lien Obligations; provided that an insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor; (ii) take any action (not adverse to the priority status of the Liens on the Collateral securing the Priority Lien Obligations, or the rights of any Priority Lien Representative, any Priority Lien Collateral Agent or the holders of Priority Lien Debt to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral; (iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the holders of the New Second Lien Convertible Notesother Permitted Prior Liens, including any claims secured by the Collateral, if any, in each case in accordance with the terms of the Intercreditor Agreement; (iv) except as set forth below under “—Bankruptcy Matters,” vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of the Intercreditor Agreement, with respect to direct the Parity Lien Obligations and the Collateral; provided that no filing of Collateral Agent: (1) without any claim condition or voterestriction whatsoever, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Trustee, the Collateral Agent or any holder of the New Second Lien Convertible Notes may be inconsistent with the provisions of the Intercreditor Agreement; (v) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by any Priority Lien Representative, any Priority Lien Collateral Agent or any other Priority Lien Secured Party, or any sale of Collateral during an insolvency or liquidation proceeding; provided that such bid may not include a “credit bid” in respect of any Parity Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause time after the Discharge of Priority Lien Obligations; and ; (vi2) object as necessary to redeem any proposed acceptance of Collateral by a Priority Lien Representative, a Priority Parity Lien Collateral Agent or Priority Lien Secured Party pursuant to Section 9-620 of the UCC. The Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will agree that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until ’s redemption permitted by law or to deliver any notice or demand necessary to enforce (subject to the prior Discharge of Priority Lien Obligations has occurredObligations) any right to claim, except in connection with any foreclosure expressly permitted by the Intercreditor Agreement. Without limiting the generality take or receive proceeds of the foregoing, unless and until the Discharge of Priority Lien Obligations has occurred, except as expressly provided in the Intercreditor Agreement, the sole right of the Trustee, the Collateral Agent and the holders of the New Second Lien Convertible Notes with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Note Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, remaining after the Discharge of Priority Lien Obligations has occurred. Subject in the event of foreclosure or other enforcement of any Permitted Prior Lien; (3) as necessary to perfect or establish the terms priority (subject to Priority Liens and other Permitted Prior Liens) of the Intercreditor AgreementParity Liens upon any Parity Lien Collateral; provided, that the Trustee and the holders of Parity Lien Obligations may not require the Collateral AgentTrustee or the Parity Lien Collateral Agent to take any action to perfect any Collateral through possession or control; or (4) as necessary to create, for itself prove, preserve or protect (but not enforce) the Parity Liens upon any Parity Lien Collateral; provided, that the Trustee and on behalf the holders of Parity Lien Obligations may not require the Collateral Trustee or the Parity Lien Collateral Agent to take any action to create, prove, preserve or protect any Collateral through possession or control. (b) Until the Discharge of Priority Lien Obligations, none of the holders of Notes or other Parity Lien Obligations, the New Second Parity Lien Convertible NotesCollateral Agent or any Parity Lien Representative will: (1) request judicial relief, (i) will agree in an Insolvency or Liquidation Proceeding or in any other court or administrative tribunal, that none would hinder, delay, limit or prohibit the lawful exercise or enforcement of any right or remedy otherwise available to the holders of Priority Lien Obligations in respect of the Priority Liens or that would limit, invalidate, avoid or set aside any Priority Lien or subordinate the Priority Liens to the Parity Liens or grant the Parity Liens equal ranking to the Priority Liens; (2) oppose or otherwise contest any motion for relief from the automatic stay or from any injunction or other judicial or administrative order or restriction against foreclosure or enforcement of Priority Liens made by the Collateral Trustee, the Priority Lien Collateral Agent nor Agent, any holder of Priority Lien Obligations or any Priority Lien Representative in any Insolvency or Liquidation Proceeding; (3) oppose or otherwise contest any lawful exercise by the Collateral Trustee, the Priority Lien Collateral Agent, any holder of Priority Lien Obligations or any Priority Lien Representative of the right to credit bid Priority Lien Debt at any sale in foreclosure of Priority Liens; (4) oppose or otherwise contest any other request for judicial relief made in any court by the Collateral Trustee, the Priority Lien Collateral Agent, any holder of Priority Lien Obligations or any Priority Lien Representative relating to the lawful enforcement of any Priority Lien; or (5) challenge the validity, enforceability, perfection or priority of the Priority Liens. Notwithstanding the foregoing, both before and during an Insolvency or Liquidation Proceeding, the holders of Notes and other Parity Lien Obligations and the New Second Parity Lien Convertible Notes will Representatives may take any action that would hinder any actions and exercise of remedies under the Priority Lien Documents or that is otherwise prohibited by the Intercreditor Agreement, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (ii) will waive any and all rights that would be available to a holder of their claims if they were to be treated as unsecured claims, including, without limitation, the commencement of an Insolvency or Liquidation Proceeding against any Borrower or any other Pledgor against which they have a claim in accordance with applicable law; provided, that, by accepting a Note, each holder of Notes agrees not to take any of the actions prohibited under Section 3.1(b) or under clauses (1) through (5) of this Section 3.2(b) or oppose or contest any order that it may have as a junior lien creditor has agreed not to oppose or otherwise to object contest under Section 3.6. (c) At any time prior to the manner in which any Discharge of Priority Lien Representative, Obligations and after (1) the commencement of any Priority Insolvency or Liquidation Proceeding in respect of any Borrower or any other Pledgor or (2) the Parity Lien Collateral Agent or other Priority and each Parity Lien Secured Party seeks to enforce or collect Representative and the Priority Lien Obligations or Liens securing Borrowers have received written notice from the Priority Lien Obligations granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of any Priority Lien Representative, any Priority Lien Collateral Agent or other Priority Lien Secured Party is adverse to the interest of any of them; and (iii) will acknowledge and agree that no covenant, agreement or restriction contained in any Note Document (other than the Intercreditor Agreement) shall be deemed to restrict in any way the rights and remedies of any Priority Lien Representative, any Priority Lien Collateral Agent or any other Priority Lien Secured Party Representative, stating that (A) any Series of Priority Lien Debt has become due and payable in full (whether at maturity, upon acceleration or otherwise) or (B) the holders of Priority Liens securing one or more Series of Priority Lien Debt have become entitled under any Priority Lien Documents to, and desire to, enforce any or all of the Priority Liens by reason of a default under such Priority Lien Documents, no distribution of securities or other assets received with respect to any secured claim in any Insolvency or Liquidation Proceedings of any Pledgor and no payment of money (or the Collateral. Except as specifically set forth in equivalent of money) will be made from the Intercreditor Agreement, the Trustee, the proceeds of Collateral Agent and the holders of the New Second Lien Convertible Notes may exercise rights and remedies as unsecured creditors against ION by any Borrower or any Guarantor that has guaranteed or granted Liens to secure the Parity Lien Obligations in accordance with the terms of the Note Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any insolvency or liquidation proceeding with respect to ION or any Guarantor); provided that in the event that any of the Trustee, the Collateral Agent or the holders of the New Second Lien Convertible Notes becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect Pledgor to the Parity Lien ObligationsCollateral Agent, any Parity Lien Representative or any holder of Notes or any other holder of Parity Lien Obligations (including, without limitation, payments and prepayments made for application to Parity Lien Obligations and all other payments and deposits made pursuant to any provision of any Parity Lien Document). (d) All proceeds of Collateral (including any distribution of securities or other assets with respect to any secured claim in any Insolvency or Liquidation Proceedings of any Pledgor) received by the Collateral Trustee or the Parity Lien Collateral Agent, any Parity Lien Representative or any holder of Parity Lien Obligations at any time prior to the Discharge of Priority Lien Obligations in violation of Section 3.2(c) will be held by the Collateral Trustee, the Parity Lien Collateral Agent, the applicable Parity Lien Representative or the applicable holder of Parity Lien Obligations for the account of the holders of Priority Liens and remitted or otherwise appropriately delivered to any Priority Lien Representative upon demand by such Priority Lien Representative. The Parity Liens will remain attached to and enforceable against all proceeds so held or remitted. All proceeds of Collateral received by the Collateral Trustee, the Parity Lien Collateral Agent, any Parity Lien Representative, the holders of Notes and the other holders of Parity Lien Obligations not in violation of Section 3.2(c) will be received by the Collateral Trustee, the Parity Lien Collateral Agent, such judgment Parity Lien shall be subject to Representatives or such holder of Parity Lien Obligations free from the terms of Priority Liens and all other Liens except the Intercreditor Agreement for all purposesParity Liens.

Restrictions on Enforcement of Parity Liens. (a) Until the Discharge of Priority Lien Obligations has occurredObligations, whether or not any insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor, the Trustee, the Collateral Agent and the holders of Obligations under the New Second First Lien Convertible Notes: Term Loan Agreement and other Priority Lien Obligations will have, subject to the exceptions set forth below in clauses (a1) will not commence through (4), Section 10.04 of the Indentures or maintainany other comparable provision in any other Secured Debt Documents and subject to the rights of the holders of Permitted Liens, or seek the exclusive right to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies authorize and direct the Collateral Trustee with respect to the Collateral; (b) will not contest, protest or object to any foreclosure proceeding or action brought by any Priority Lien Representative, any Priority Lien Collateral Agent or any holder of Priority Lien Debt or any other exercise by any of them of any rights Security Documents and remedies relating to the Collateral under the Priority Lien Documents or otherwise; and (c) will not object to (and will waive any and all claims with respect to) the forbearance by any Priority Lien Representativeincluding, any Priority Lien Collateral Agent or the holders of any Priority Lien Debt from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral. Until the Discharge of Priority Lien Obligations has occurredwithout limitation, whether or not any insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor, subject to the preceding paragraph, the Priority Lien Representative, the Priority Lien Collateral Agent and the holders of Priority Lien Debt shall have the exclusive right to commence and maintain an Enforcement Action authorize or otherwise enforce rightsdirect the Collateral Trustee to enforce, collect or realize on any Collateral or exercise remedies (including set-off, recoupment and the any other right to credit bid their debt (including debt related to any DIP Financing as defined below) in any sale, except that the Trustee shall have the credit bid rights discussed below) and make determinations regarding the release, disposition, or restrictions remedy with respect to the Collateral without any consultation with or and neither the consent Trustee nor the holders of the Trustee, Notes or other Parity Lien Obligations may authorize or direct the Collateral Agent or any holder of New Second Lien Convertible Notes; provided that any proceeds received by any Priority Lien Representative in excess of those necessary to achieve a Discharge of any Priority Lien Obligations are distributed in accordance with the provisions discussed below under “—Order of Application”. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies Trustee with respect to the Collateral, the Priority Lien Representative, the Priority Lien Collateral Agent and holders of Priority Lien Debt may enforce the provisions of the Priority Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Trustee, the Collateral Agent or any holder of the New Second Lien Convertible Notes and regardless of whether any such exercise is adverse to the interest of any holder of the New Second Lien Convertible Notesmatters. Notwithstanding the foregoing, the Trustee, the Collateral Agent Trustee and any holder of New Second Lien Convertible Notes may: (i) file a claim or statement of interest with respect to the Parity Lien Obligations; provided that an insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor; (ii) take any action (not adverse to the priority status of the Liens on the Collateral securing the Priority Lien Obligations, or the rights of any Priority Lien Representative, any Priority Lien Collateral Agent or the holders of Priority Lien Debt to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral; (iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the holders of the New Second Notes (together with any other holder of Parity Lien Convertible NotesObligations) may, including any claims secured by subject to the Collateral, if any, in each case in accordance with the terms rights of the Intercreditor Agreement; (iv) except as set forth below under “—Bankruptcy Matters,” vote on any plan other holders of reorganizationPermitted Liens, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of the Intercreditor Agreement, with respect to the Parity Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Trustee, direct the Collateral Agent Trustee: (1) without any condition or any holder of the New Second Lien Convertible Notes may be inconsistent with the provisions of the Intercreditor Agreement; (v) bid for or purchase Collateral restriction whatsoever, at any public, private or judicial foreclosure upon such Collateral initiated by any Priority Lien Representative, any Priority Lien Collateral Agent or any other Priority Lien Secured Party, or any sale of Collateral during an insolvency or liquidation proceeding; provided that such bid may not include a “credit bid” in respect of any Parity Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause time after the Discharge of Priority Lien Obligations; and ; (vi2) object as necessary to any proposed acceptance of Collateral by a Priority Lien Representative, a Priority Lien Collateral Agent or Priority Lien Secured Party pursuant to Section 9-620 of the UCC. The Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will agree that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to redeem any Collateral in its capacity as a creditor, unless and until ’s redemption permitted by law or to deliver any notice or demand necessary to enforce (subject to the prior Discharge of Priority Lien Obligations has occurredObligations) any right to claim, except in connection with any foreclosure expressly permitted by the Intercreditor Agreement. Without limiting the generality take or receive proceeds of the foregoing, unless and until the Discharge of Priority Lien Obligations has occurred, except as expressly provided in the Intercreditor Agreement, the sole right of the Trustee, the Collateral Agent and the holders of the New Second Lien Convertible Notes with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Note Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, remaining after the Discharge of Priority Lien Obligations has occurred. Subject in the event of foreclosure or other enforcement of any Permitted Lien; (3) as necessary to perfect or establish the terms priority (subject to Priority Liens and other Permitted Liens) of the Intercreditor AgreementParity Liens upon any Collateral; provided that, unless otherwise agreed to by the Collateral Trustee in the Security Documents, the Trustee and the holders of Parity Lien Obligations may not require the Collateral AgentTrustee to take any action to perfect any Collateral through possession or control; or (4) as necessary to create, for itself and on behalf prove, preserve or protect (but not enforce) the Parity Liens upon any Collateral. (b) Subject to Section 10.04 of the Indentures or any other comparable provision in any other Secured Debt Documents, until the Discharge of Priority Lien Obligations, none of the holders of the New Second Notes or other Parity Lien Convertible Notes, (i) will agree that none of the TrusteeObligations, the Collateral Agent nor Trustee or any Parity Lien Representative will: (1) request judicial relief, in an Insolvency or Liquidation Proceeding or in any other court, that would hinder, delay, limit or prohibit the lawful exercise or enforcement of any right or remedy otherwise available to the Collateral Trustee or the holders of Priority Lien Obligations in respect of the Priority Liens or that would limit, invalidate, avoid or set aside any Priority Lien or subordinate the Priority Liens to the Parity Liens or grant the Parity Liens equal ranking to the Priority Liens; (2) oppose or otherwise contest any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement of Priority Liens made by the Collateral Trustee or any holder of Priority Lien Obligations or any Priority Lien Representative in any Insolvency or Liquidation Proceeding; (3) oppose or otherwise contest any lawful exercise by the Collateral Trustee or any holder of Priority Lien Obligations or any Priority Lien Representative of the right to credit bid Priority Lien Debt at any sale in foreclosure of Priority Liens; (4) oppose or otherwise contest any other request for judicial relief made in any court by the Collateral Trustee or any holder of Priority Lien Obligations or any Priority Lien Representative relating to the lawful enforcement of any Priority Lien; or (5) challenge the validity, enforceability, perfection or priority of the Priority Liens. Notwithstanding the foregoing, both before and during an Insolvency or Liquidation Proceeding, the holders of the New Second Notes and other Parity Lien Convertible Notes will Obligations and the Parity Lien Representatives may take any action that would hinder any actions and exercise of remedies under the Priority Lien Documents or that is otherwise prohibited by the Intercreditor Agreement, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (ii) will waive any and all rights that would be available to a holder of unsecured claims, including, without limitation, the commencement of an Insolvency or Liquidation Proceeding against the Borrower or the Guarantors in accordance with applicable law; provided that, by accepting a Note, each holder of Notes will agree not to take any of the actions prohibited by clauses (1) through (5) of this Section 2.4(b) or oppose or contest any order that it may have as a junior lien creditor has agreed not to oppose or otherwise to object contest under Section 2.8. (c) At any time prior to the manner Discharge of Priority Lien Obligations and after (1) the commencement of any Insolvency or Liquidation Proceeding in which respect of the Borrower or any other Pledgor or (2) the Collateral Trustee and each Parity Lien Representative have received written notice from any Priority Lien Representative at the direction of an Act of Required Debtholders stating that (i) any Series of Priority Lien Debt has become due and payable in full (whether at maturity, upon acceleration or otherwise) or (ii) the holders of Priority Liens securing one or more Series of Priority Lien Debt have become entitled under any Priority Lien Documents to and desire to enforce any or all of the Priority Liens by reason of a default under such Priority Lien Documents, no payment of money (or the equivalent of money) shall be made from the proceeds of Collateral by the Borrower or any other Pledgor to the Collateral Trustee (other than distributions to the Collateral Trustee for the benefit of the holders of Priority Lien Obligations), any Parity Lien Representative, any Priority Lien Collateral Agent holder of Notes or any other Priority Lien Secured Party seeks to enforce or collect the Priority holder of Parity Lien Obligations or Liens securing the Priority (including, without limitation, payments and prepayments made for application to Parity Lien Obligations granted in and all other payments and deposits made pursuant to any provision of the CollateralIndentures, regardless the Notes, the Guarantees or any other Parity Lien Document). (d) Subject to Section 10.04 of whether any action the Indentures or failure to act by or on behalf comparable provisions of any Priority other Secured Debt Documents, all proceeds of Collateral received by the Collateral Trustee, any Parity Lien Representative, any Priority Lien Collateral Agent or other Priority Lien Secured Party is adverse to the interest holder of any of them; and (iii) will acknowledge and agree that no covenant, agreement or restriction contained in any Note Document (other than the Intercreditor Agreement) shall be deemed to restrict in any way the rights and remedies of any Priority Lien Representative, any Priority Lien Collateral Agent Notes or any other Priority Lien Secured Party with respect to the Collateral. Except as specifically set forth in the Intercreditor Agreement, the Trustee, the Collateral Agent and the holders holder of the New Second Lien Convertible Notes may exercise rights and remedies as unsecured creditors against ION or any Guarantor that has guaranteed or granted Liens to secure the Parity Lien Obligations in accordance with violation of Section 2.2(c) will be held by the terms of the Note Documents and applicable law (other than initiating or joining in an involuntary case or proceeding under any insolvency or liquidation proceeding with respect to ION or any Guarantor); provided that in the event that any of the Collateral Trustee, the Collateral Agent applicable Parity Lien Representative or the applicable holder of Parity Lien Obligations for the account of the holders of Priority Liens and remitted to any Priority Lien Representative upon demand by such Priority Lien Representative. The Parity Liens will remain attached to and enforceable against all proceeds so held or remitted. Subject to Section 10.04 of the New Second Lien Convertible Notes becomes a judgment Lien creditor in respect Indentures or comparable provisions of any other Secured Debt Documents, all proceeds of Collateral as a result received by the Collateral Trustee, holders of its enforcement Parity Lien Obligations and Parity Lien Representatives not in violation of its rights as an unsecured creditor with respect to Section 2.2(c) will be received by the Collateral Trustee, such Parity Lien Representatives or such holder of Parity Lien Obligations free from the Priority Liens and all other Liens except the Parity Lien Obligations, such judgment Lien shall be subject to Liens and the terms of the Intercreditor Agreement for all purposesPermitted Liens.

Restrictions on Enforcement of Parity Liens. (a) Subject to Section 3.1(c) below, until the Discharge of Priority Lien Obligations, the holders of Priority Lien Obligations will have, subject to the exceptions set forth below in clauses (1) through (4), and subject to the rights of the holders of Permitted Prior Liens, the exclusive right to enforce, collect or realize on any Collateral or exercise any other right or remedy with respect to the Collateral. Neither Collateral Agent nor the Trustee nor the holders of the Notes may take any action to enforce, collect or realize on any Collateral or exercise any other right or remedy with respect to the Collateral. Notwithstanding the foregoing, the Trustee and the holders of the Notes may, subject to the rights of the holders of Permitted Prior Liens, direct Collateral Agent: (1) without any condition or restriction whatsoever, at any time after the Discharge of Priority Lien Obligations; (2) as necessary to redeem any Collateral in a creditor's redemption permitted by law or to deliver any notice or demand necessary to enforce (subject to the prior Discharge of Priority Lien Obligations) any right to claim, take or receive proceeds of Collateral remaining after the Discharge of Priority Lien Obligations in the event of foreclosure or other enforcement of any Permitted Prior Lien; (3) as necessary to perfect or establish the priority (subject to Priority Liens) of the Parity Liens upon any Collateral; provided, that the Trustee and the holders of Parity Lien Obligations may not require Collateral Agent to take any action to perfect any Collateral through possession or control; or (4) as necessary to create, prove, preserve or protect (but not enforce) the Parity Liens upon any Collateral. (b) Until the Discharge of Priority Lien Obligations has occurredObligations, whether or not any insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor, the Trustee, the Collateral Agent and none of the holders of the New Second Notes or Collateral Agent will: (1) request judicial relief, in an Insolvency or Liquidation Proceeding or in any other court, that would hinder, delay, limit or prohibit the lawful exercise or enforcement of any right or remedy otherwise available to the holders of Priority Lien Convertible Notes: Obligations in respect of the Priority Liens or that would limit, invalidate, avoid or set aside any Priority Lien or subordinate the Priority Liens to the Parity Liens or grant the Parity Liens equal ranking to the Priority Liens; (a2) will not commence or maintain, or seek to commence or maintain, any Enforcement Action oppose or otherwise contest any motion for relief from the automatic stay or for any injunction against foreclosure or enforcement of Priority Liens made by any holder of Priority Lien Obligations or any Priority Lien Representative in any Insolvency or Liquidation Proceeding; (3) oppose or otherwise contest any lawful exercise by any holder of Priority Lien Obligations or any Priority Lien Representative of the right to credit bid Priority Lien Debt at any sale in foreclosure of Priority Liens; (4) oppose or otherwise contest any other request for judicial relief made in any court by any holder of Priority Lien Obligations or any Priority Lien Representative relating to the lawful enforcement of any Priority Lien; or (5) challenge the validity, enforceability, perfection or priority of the Priority Liens. Priority Lien Collateral Agent agrees not to challenge the validity, enforceability, perfection or priority of the Parity Liens. (c) Notwithstanding the foregoing, holders of Notes or Collateral Agent may exercise any or all such rights or remedies after the passage of a period of at least 150 days has elapsed since the date on which Priority Lien Collateral Agent received notice from the Holder of the Notes or Collateral Agent that the required holders of the Notes or Collateral Agent has declared the existence of any Event of Default under any Note Documents and demanded the repayment of all the principal amount of any Parity Lien Obligations (the "Standstill Period"); provided, however, that, in no event shall Collateral Agent or any Note holder exercise any rights or remedies with respect to any Collateral if, notwithstanding the Collateral; (b) will not contestexpiration of the Standstill Period, protest or object to any foreclosure proceeding or action brought by any Priority Lien Representative, any Priority Lien Collateral Agent shall have commenced and be diligently pursuing the exercise of its rights or remedies with respect to any holder Collateral (prompt notice of Priority Lien Debt or any other such exercise by any of them of any rights and remedies relating to be given to the Collateral under Agent). In the event of any foreclosure or other disposition of Collateral by the Priority Lien Documents Collateral Agent, such disposition shall be free and clear of the Parity Liens securing such Collateral. In the event of any foreclosure or otherwise; other disposition of Collateral by the Collateral Agent permitted under the terms of this Agreement, such disposition shall be free and (c) will not object to (and will waive any and all claims with respect to) clear of the forbearance by any Priority Liens securing such Collateral. In furtherance of the foregoing, the Collateral Agent or the Priority Lien RepresentativeCollateral Agent, as applicable, shall execute any Lien releases or other documents reasonably requested by the Priority Lien Collateral Agent or the holders of any Priority Lien Debt from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral. Until the Discharge of Priority Lien Obligations has occurredCollateral Agent, whether or not any insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor, subject to the preceding paragraph, the Priority Lien Representative, the Priority Lien Collateral Agent and the holders of Priority Lien Debt shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce rights, exercise remedies (including set-off, recoupment and the right to credit bid their debt (including debt related to any DIP Financing as defined below) in any sale, except that the Trustee shall have the credit bid rights discussed below) and make determinations regarding the release, disposition, or restrictions with respect to the Collateral without any consultation with or the consent of the Trustee, the Collateral Agent or any holder of New Second Lien Convertible Notes; provided that any proceeds received by any Priority Lien Representative in excess of those necessary to achieve a Discharge of any Priority Lien Obligations are distributed in accordance with the provisions discussed below under “—Order of Application”. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateral, the Priority Lien Representative, the Priority Lien Collateral Agent and holders of Priority Lien Debt may enforce the provisions of the Priority Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Trustee, the Collateral Agent or any holder of the New Second Lien Convertible Notes and regardless of whether any such exercise is adverse to the interest of any holder of the New Second Lien Convertible Notes. Notwithstanding the foregoing, the Trustee, the Collateral Agent and any holder of New Second Lien Convertible Notes may: (i) file a claim or statement of interest with respect to the Parity Lien Obligations; provided that an insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor; (ii) take any action (not adverse to the priority status of the Liens on the Collateral securing the Priority Lien Obligations, or the rights of any Priority Lien Representative, any Priority Lien Collateral Agent or the holders of Priority Lien Debt to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral; (iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the holders of the New Second Lien Convertible Notes, including any claims secured by the Collateral, if anyapplicable, in each case connection therewith, so long as the proceeds of such disposition are applied in accordance with the terms of Section 4.1. In addition, notwithstanding the Intercreditor Agreement; (iv) except as set forth below under “—Bankruptcy Matters,” vote on any plan of reorganizationforegoing, arrangement, compromise or liquidation, file any proof of claim, make other filings both before and make any arguments and motions that are, in each case, in accordance with the terms of the Intercreditor Agreement, with respect to the Parity Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Trustee, the Collateral Agent or any holder of the New Second Lien Convertible Notes may be inconsistent with the provisions of the Intercreditor Agreement; (v) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by any Priority Lien Representative, any Priority Lien Collateral Agent or any other Priority Lien Secured Party, or any sale of Collateral during an insolvency or liquidation proceeding; provided that such bid may not include a “credit bid” in respect , the holders of any Parity Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause the Discharge of Priority Lien Obligations; Notes and (vi) object to any proposed acceptance of Collateral by a Priority Lien Representative, a Priority Lien Collateral Agent or Priority Lien Secured Party pursuant may take any actions and exercise any and all rights that would be available to Section 9-620 a holder of unsecured claims. Without limiting the UCC. The Trustee and the Collateral Agentforegoing, on behalf of itself and the holders of the New Second Lien Convertible Notes, will agree that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off Notes and recoupment) with respect to any Collateral in its capacity as a creditor, unless and until the Discharge of Priority Lien Obligations has occurred, except in connection with any foreclosure expressly permitted by the Intercreditor Agreement. Without limiting the generality of the foregoing, unless and until the Discharge of Priority Lien Obligations has occurred, except as expressly provided in the Intercreditor Agreement, the sole right of the Trustee, the Collateral Agent and shall retain the holders of the New Second Lien Convertible Notes with respect right to the Collateral is to hold a Lien on the Collateral pursuant to the Note Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of Priority Lien Obligations has occurred. Subject to the terms of the Intercreditor Agreement, the Trustee and the Collateral Agent, for itself and on behalf of the holders of the New Second Lien Convertible Notes, (i) will agree that none of the Trustee, the Collateral Agent nor the holders of the New Second Lien Convertible Notes will take any action that would hinder any exercise of remedies under the Priority Lien Documents or that is otherwise prohibited by the Intercreditor Agreement, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (ii) will waive any and all rights it may have as a junior lien creditor or otherwise to object to the manner in which any Priority Lien Representative, any Priority Lien Collateral Agent or other Priority Lien Secured Party seeks to enforce or collect the Priority Lien Obligations or Liens securing the Priority Lien Obligations granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of any Priority Lien Representative, any Priority Lien Collateral Agent or other Priority Lien Secured Party is adverse to the interest of any of them; and (iii) will acknowledge and agree that no covenant, agreement or restriction contained in any Note Document (other than the Intercreditor Agreement) shall be deemed to restrict in any way the rights and remedies of any Priority Lien Representative, any Priority Lien Collateral Agent or any other Priority Lien Secured Party with respect to the Collateral. Except as specifically set forth in the Intercreditor Agreement, the Trustee, the Collateral Agent and the holders of the New Second Lien Convertible Notes may exercise rights and remedies as unsecured creditors against ION or any Guarantor that has guaranteed or granted Liens to secure the Parity Lien Obligations in accordance with the terms of the Note Documents and applicable law (other than initiating or joining in commence an involuntary case or proceeding under any insolvency or liquidation proceeding with respect to ION against the Company or any Guarantor); provided that Guarantor in the event that accordance with applicable law. However, each holder of Notes may not take any of the Trustee, the Collateral Agent or the holders actions prohibited under clauses (1) through (5) of the New Second Lien Convertible Notes becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect third preceding paragraph or oppose or contest any order that it has agreed not to oppose or contest under the Parity Lien Obligations, such judgment Lien shall be subject to the terms of the Intercreditor Agreement for all purposesprovisions described below under Section 3.6.

Restrictions on Enforcement of Parity Liens. (a) Until the Discharge of Priority Lien Obligations has occurredObligations, whether or not any insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor, the Trustee, the Collateral Agent and the holders of Indebtedness issued under the New Second Priority Lien Convertible Notes: Obligations will have, subject to the exceptions set forth below in clauses (a1) will not commence or maintainthrough (4), or seek the exclusive right to commence or maintain, any Enforcement Action or otherwise exercise any rights or remedies authorize and direct the Collateral Trustee with respect to the Collateral; (b) will not contest, protest or object to any foreclosure proceeding or action brought by any Priority Lien Representative, any Priority Lien Collateral Agent or any holder of Priority Lien Debt or any other exercise by any of them of any rights Security Documents and remedies relating to the Collateral under the Priority Lien Documents or otherwise; and (c) will not object to (and will waive any and all claims with respect to) the forbearance by any Priority Lien Representativeincluding, any Priority Lien Collateral Agent or the holders of any Priority Lien Debt from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral. Until the Discharge of Priority Lien Obligations has occurredwithout limitation, whether or not any insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor, subject to the preceding paragraph, the Priority Lien Representative, the Priority Lien Collateral Agent and the holders of Priority Lien Debt shall have the exclusive right to commence and maintain an Enforcement Action authorize or otherwise enforce rightsdirect the Collateral Trustee to enforce, collect or realize on any Collateral or exercise remedies (including set-off, recoupment and the any other right to credit bid their debt (including debt related to any DIP Financing as defined below) in any sale, except that the Trustee shall have the credit bid rights discussed below) and make determinations regarding the release, disposition, or restrictions remedy with respect to the Collateral without and neither any consultation Parity Lien Representatives nor the holders of Parity Lien Obligations may authorize or direct the Collateral Trustee with or respect to such matters; provided that the consent of the Collateral Trustee, the Collateral Agent any Parity Lien Representative or any holder of New Second Parity Lien Convertible Notes; provided that Obligations required to act under the applicable Secured Debt Documents may exercise any proceeds received by or all rights or remedies after a period of at least 90 days has elapsed since the date on which any Priority Lien Representative in excess of those necessary received notice pursuant to achieve a Discharge Section 7.7 from any Parity Lien Representative that (i) an event or condition which, under the terms of any Priority credit agreement, indenture or other agreement or instrument governing any Series of Secured Debt causes, or permits holders of such Series of Secured Debt outstanding thereunder to cause, such Series of Secured Debt outstanding thereunder to become immediately due and payable has occurred and is then continuing with respect to such Parity Lien Obligations are distributed and (ii) holders of any Series of Parity Lien Obligations have accelerated and demanded the repayment of the principal amount of the applicable Parity Lien Debt in accordance with the provisions discussed below under “—Order of Application”. In commencing or maintaining any Enforcement Action or otherwise exercising rights and remedies with respect to the Collateralapplicable Parity Lien Documents, including without limitation, the Priority Lien Representative, the Priority Lien Collateral Agent and holders of Priority Lien Debt may enforce the provisions of the Priority Lien Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Trustee, the Collateral Agent or any holder of the New Second Lien Convertible Notes and regardless of whether any such exercise is adverse to the interest of any holder of Indenture (the New Second Lien Convertible Notes“Parity Standstill Period”). Notwithstanding the foregoingforegoing limitations, the Trustee, the Collateral Agent and any holder of New Second Lien Convertible Notes may: (i) file a claim or statement of interest with respect to the Parity Lien Obligations; provided that an insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor; (ii) take any action (not adverse to the priority status of the Liens on the Collateral securing the Priority Lien Obligations, or the rights of any Priority Lien Representative, any Priority Lien Collateral Agent or Representatives and the holders of Priority Lien Debt to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Collateral; (iii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the holders of the New Second Lien Convertible Notes, including any claims secured by the Collateral, if any, in each case in accordance with the terms of the Intercreditor Agreement; (iv) except as set forth below under “—Bankruptcy Matters,” vote on any plan of reorganization, arrangement, compromise or liquidation, file any proof of claim, make other filings and make any arguments and motions that are, in each case, in accordance with the terms of the Intercreditor Agreement, with respect to the Parity Lien Obligations and the Collateral; provided that no filing of any claim or vote, or pleading related to such claim or vote, to accept or reject a disclosure statement, plan of reorganization, arrangement, compromise or liquidation, or any other document, agreement or proposal similar to the foregoing by the Trustee, may direct the Collateral Agent Trustee: (1) without any condition or any holder of the New Second Lien Convertible Notes may be inconsistent with the provisions of the Intercreditor Agreement; (v) bid for or purchase Collateral restriction whatsoever, at any public, private or judicial foreclosure upon such Collateral initiated by any Priority Lien Representative, any Priority Lien Collateral Agent or any other Priority Lien Secured Party, or any sale of Collateral during an insolvency or liquidation proceeding; provided that such bid may not include a “credit bid” in respect of any Parity Lien Obligations unless the cash proceeds of such bid are otherwise sufficient to cause time after the Discharge of Priority Lien Obligations; and ; (vi2) object as necessary to any proposed acceptance of Collateral by a Priority Lien Representative, a Priority Lien Collateral Agent or Priority Lien Secured Party pursuant to Section 9-620 of the UCC. The Trustee and the Collateral Agent, on behalf of itself and the holders of the New Second Lien Convertible Notes, will agree that it will not take or receive any Collateral or any proceeds of Collateral in connection with the exercise of any right or remedy (including set-off and recoupment) with respect to redeem any Collateral in its capacity as a creditor, unless and until ’s redemption permitted by law or to deliver any notice or demand necessary to enforce (subject to the prior Discharge of Priority Lien Obligations has occurredObligations) any right to claim, except in connection with any foreclosure expressly permitted by the Intercreditor Agreement. Without limiting the generality take or receive proceeds of the foregoing, unless and until the Discharge of Priority Lien Obligations has occurred, except as expressly provided in the Intercreditor Agreement, the sole right of the Trustee, the Collateral Agent and the holders of the New Second Lien Convertible Notes with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Note Documents for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, remaining after the Discharge of Priority Lien Obligations has occurred. in the event of foreclosure or other enforcement of any Permitted Priority Lien; (3) as necessary to perfect or establish the priority (subject to Priority Liens and other Permitted Priority Liens) of the Parity Liens upon any Collateral, subject to the limitations set forth in the Security Documents; provided that, unless otherwise agreed to by the Collateral Trustee in the Security Documents, the Parity Lien Representatives and the holders of Parity Lien Obligations may not require the Collateral Trustee to take any action to perfect any Collateral through possession or control; or (4) as necessary to create, prove, preserve or protect (but not enforce) the Parity Liens, subject to the limitations set forth in the Security Documents, upon any Collateral. (b) Subject to the terms Section 12.07 of the Intercreditor AgreementIndenture, until the Discharge of Priority Lien Obligations, none of the holders of Parity Lien Obligations, the Collateral Trustee or any Parity Lien Representative will, or will support any Person who does any of the following: (1) request judicial relief, in an Insolvency or Liquidation Proceeding or in any other court, that would hinder, delay, limit or prohibit the lawful exercise or enforcement of any right or remedy otherwise available to the holders of Priority Lien Obligations in respect of the Priority Liens or that would limit, invalidate, avoid or set aside any Priority Lien or subordinate the Priority Liens to the Parity Liens or grant the Parity Liens equal ranking to the Priority Liens; (2) oppose or otherwise contest any motion for relief from the automatic stay or from any injunction against foreclosure or enforcement of Priority Liens made by any holder of Priority Lien Obligations or any Priority Lien Representative in any Insolvency or Liquidation Proceedings; (3) oppose or otherwise contest any lawful exercise by any holder of Priority Lien Obligations or any Priority Lien Representative of the right to credit bid Priority Lien Debt at any sale in foreclosure of Priority Liens; (4) oppose or otherwise contest any other request for judicial relief made in any court by any holder of Priority Lien Obligations or any Priority Lien Representative relating to the lawful enforcement of any Priority Lien; or (5) contest or challenge the validity, enforceability, perfection or priority of the Priority Liens. Notwithstanding the foregoing, both before and during an Insolvency or Liquidation Proceeding, the holders of Parity Lien Obligations and the Parity Lien Representatives may take any actions and exercise any and all rights that would be available to a holder of unsecured claims, including, without limitation, the commencement of an Insolvency or Liquidation Proceeding against the Issuer or any Guarantor in accordance with applicable law; provided that the holders of Parity Lien Obligations and the Parity Lien Representatives may not take any of the actions prohibited under this section, including under clauses (1) through (5) of this Section 2.5(b) or oppose or contest any order that it has agreed not to oppose or contest under Section 2.10. (c) At any time prior to the Discharge of Priority Lien Obligations and after (1) the commencement of any Insolvency or Liquidation Proceeding in respect of the Issuer or any Guarantor or (2) the receipt by the Collateral Trustee and each Parity Lien Representative of written notice from any Priority Lien Representative at the direction of an Act of Required Debtholders stating that (A) any default exists under any Series of Priority Lien Debt, (B) any Series of Priority Lien Debt has become due and payable in full (whether at maturity, upon acceleration or otherwise) or (C) the holders of Priority Liens securing one or more Series of Priority Lien Debt have become entitled under any Priority Lien Documents to and desire to enforce any or all of the Priority Liens by reason of a default under such Priority Lien Documents, no payment of money (or the equivalent of money) will be made from the proceeds of Collateral by the Issuer or any Grantor to the Collateral AgentTrustee, any Parity Lien Representative or any holder of Parity Lien Obligations (including, without limitation, payments and prepayments made for itself application to Parity Lien Obligations and all other payments and deposits made pursuant to any provision of the Indenture, the Notes, the Guarantees or any other Parity Lien Document). (d) Subject to Section 12.07 of the Indenture, all proceeds of Collateral received by the Collateral Trustee, any Parity Lien Representative or any holder of Parity Lien Obligations in violation of Section 2.5(c) will be segregated and held in trust by the Collateral Trustee, the applicable Parity Lien Representative or the applicable holder of Parity Lien Obligations for the account of the holders of Priority Liens and remitted to any Priority Lien Representative upon demand by such Priority Lien Representative. The Parity Liens will remain attached to and, subject to Section 12.06 of the Indenture, enforceable against all proceeds so held or remitted. All proceeds of Collateral received by the Collateral Trustee (acting on behalf of the holders of the New Second Parity Lien Convertible Notes, (i) will agree that none of the Trustee, the Collateral Agent nor the holders of the New Second Lien Convertible Notes will take any action that would hinder any exercise of remedies under the Priority Lien Documents or that is otherwise prohibited by the Intercreditor Agreement, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (ii) will waive any and all rights it may have as a junior lien creditor or otherwise to object to the manner in which any Priority Lien RepresentativeObligations), any Priority Parity Lien Collateral Agent or other Priority Lien Secured Party seeks to enforce or collect the Priority Lien Obligations or Liens securing the Priority Lien Obligations granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of any Priority Lien Representative, any Priority Lien Collateral Agent or other Priority Lien Secured Party is adverse to the interest of any of them; and (iii) will acknowledge and agree that no covenant, agreement or restriction contained in any Note Document (other than the Intercreditor Agreement) shall be deemed to restrict in any way the rights and remedies of any Priority Lien Representative, any Priority Lien Collateral Agent Representative or any other Priority Lien Secured Party with respect to the Collateral. Except as specifically set forth in the Intercreditor Agreement, the Trustee, the Collateral Agent and the holders holder of the New Second Lien Convertible Notes may exercise rights and remedies as unsecured creditors against ION or any Guarantor that has guaranteed or granted Liens to secure the Parity Lien Obligations not in accordance with violation of Section 2.5(c) will be received by the terms Collateral Trustee, such Parity Lien Representative or such holder of Parity Lien Obligations free from the Priority Liens and all other Liens (except the Permitted Priority Liens of the Note Documents type described in clauses (2) and applicable law (other than initiating or joining in an involuntary case or proceeding under any insolvency or liquidation proceeding with respect to ION or any Guarantor); provided that in the event that any 3) of the Trusteedefinition thereof, the Collateral Agent or the holders of the New Second Lien Convertible Notes becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Parity Lien Obligations, such judgment Lien shall be subject to the terms of the Intercreditor Agreement for all purposesLiens and Junior Liens).