Common use of Rights as Unsecured Creditors Clause in Contracts

Rights as Unsecured Creditors. (i) Except as otherwise set forth in this Agreement, the Second Lien Security Agent and the Second Lien Secured Parties may exercise rights and remedies as unsecured creditors against the Borrower or any other Grantor in accordance with the terms of the Second Lien Documents to which it is a party and applicable law. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second Lien Security Agents or any Second Lien Secured Parties of the required payments of interest, principal and other amounts in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Security Agents or any Second Lien Secured Parties of rights or remedies as a secured creditor (including set off) in respect of the Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien held by any of them. In the event any Second Lien Security Agent or any other Second Lien Secured Party becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment Lien shall be subordinated to the Liens securing First Lien Obligations, on the same basis as the other Liens on the Collateral securing the Second Lien Obligations are so subordinated to such First Lien Obligations under this Agreement.

Rights as Unsecured Creditors. (i) Except as otherwise expressly set forth in this AgreementSection 2.4, or Section 3.1, the Second Lien Security Administrative Agent and the Second Lien Secured Parties may exercise rights and remedies as available to unsecured creditors against the Borrower or any other Grantor in accordance with the terms of the Second Lien Loan Documents to which it is a party and applicable law. Except as otherwise set forth in this AgreementSection 2.1 and Section 4, nothing in this Agreement shall prohibit the receipt by the Second Lien Security Agents Administrative Agent or any Second Lien Secured Parties of the required payments of interest, interest and principal and other amounts in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise an Enforcement Action by the Second Lien Security Agents Administrative Agent or any Second Lien Secured Parties against the Collateral or the exercise of rights or remedies as a secured creditor (including set offset-off or recoupment) in respect of the Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Administrative Agent or the First Lien Secured Parties may have with respect to the Collateral. In the event that any Second Lien Security Agent or any other Second Lien Secured Party becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment Lien shall be subordinated subject to the Liens securing First Lien Obligations, on terms of this Agreement for all purposes to the same basis extent as the all other Liens on the Collateral securing the Second Lien Obligations are so subordinated subject to such First Lien Obligations under this Agreement.

Rights as Unsecured Creditors. (i) Except as otherwise set forth in this Agreement, the Second First-Lien Security Agent and the Second First-Lien Secured Parties may exercise rights and remedies as unsecured creditors against the Borrower Company or any other Grantor in accordance with the terms of the Second First-Lien Documents to which it is a party and applicable law. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second First-Lien Security Agents Agent or any Second First-Lien Secured Parties of the required payments of interest, principal and other amounts in respect of the Second First-Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second First-Lien Security Agents Agent or any Second First-Lien Secured Parties of rights or remedies as a secured creditor (including set off) in respect of the ABL Priority Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien held by any of them. In the event any Second the First-Lien Security Agent or any other Second First-Lien Secured Party becomes a judgment Lien lien creditor in respect of ABL Priority Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment Lien lien shall be subordinated to the Liens securing First Lien Obligations, ABL Obligations on the same basis as the other Liens on the ABL Priority Collateral securing the Second First-Lien Obligations are so subordinated to such First Lien ABL Obligations under this Agreement.

Rights as Unsecured Creditors. (ia) Except as otherwise expressly set forth in this Agreement, the Second Lien Security Agent and the Second Lien ABL Obligations Secured Parties may exercise rights and remedies as unsecured creditors against the Borrower Company or any other Grantor Pledgor in accordance with the terms of the Second Lien ABL Obligations Documents to which it is a such ABL Obligations Secured Parties are party and applicable law, in each case to the extent not inconsistent with the provisions of this Agreement. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second Lien Security Agents or any Second Lien ABL Obligations Secured Parties of the required payments of interest, principal and other amounts in respect of the Second Lien ABL Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Security Agents or any Second Lien ABL Obligations Secured Parties Party of rights or remedies as a secured creditor (including set off) in respect of the Non-ABL Priority Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien held by any of them. In the event any Second Lien Security Agent or any other Second Lien ABL Obligations Secured Party becomes a judgment Lien lien creditor in respect of Non-ABL Priority Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment Lien lien shall be subordinated to the Liens securing First Lien Non-ABL Obligations, in each case, on the same basis as the other Liens on the Non-ABL Priority Collateral securing the Second Lien ABL Obligations are so subordinated to such First Lien Non-ABL Obligations under this Agreement.

Rights as Unsecured Creditors. (i) Except as otherwise expressly set forth in this Agreement, the Second Lien Security ABL Agent and the Second Lien ABL Secured Parties may exercise rights and remedies as unsecured creditors against the Borrower Company or any other Grantor in accordance with the terms of the Second Lien ABL Documents to which it is a the ABL Agent or such ABL Secured Parties are party and applicable law. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second Lien Security Agents ABL Agent or any Second Lien ABL Secured Parties of the required payments of interest, principal and other amounts in respect of the Second Lien ABL Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Security Agents ABL Agent or any Second Lien ABL Secured Parties Party of rights or remedies as a secured creditor (including set off) in respect of the Term Loan Priority Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien held by any of them. In the event any Second Lien Security the ABL Agent or any other Second Lien ABL Secured Party becomes a judgment Lien lien creditor in respect of Term Loan Priority Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment Lien lien shall be subordinated to the Liens securing First Lien Term Loan Obligations, on the same basis as the other Liens on the Term Loan Priority Collateral securing the Second Lien ABL Obligations are so subordinated to such First Lien Term Loan Obligations under this Agreement.

Rights as Unsecured Creditors. (i) Except as otherwise set forth in this Agreement, the The Second Lien Security Collateral Agent and the Second Lien Secured Parties Claimholders may exercise rights and remedies as unsecured creditors against the Borrower or any other Grantor in accordance with the terms of the Second Lien Loan Documents to which it is a party and applicable law. Except as otherwise set forth in this AgreementSection 2.01, nothing in this Agreement shall prohibit the receipt by the Second Lien Security Agents Collateral Agent or any Second Lien Secured Parties Claimholders of the required payments of interest, interest and principal and other amounts in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Security Agents Collateral Agent or any Second Lien Secured Parties Claimholders of rights or remedies as a secured creditor (including set offset-off or recoupment) in respect of the Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien held by any of them. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Collateral Agent or the First Lien Claimholders may have with respect to the Collateral, including, without limitation, rights under Section 4.02. In the event that any Second Lien Security Agent or any other Second Lien Secured Party Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment Lien shall be subordinated subject to the terms of this Agreement for all purposes (including in relation to the Liens securing the First Lien Obligations, on ) to the same basis extent as the all other Liens on the Collateral securing the Second Lien Obligations are so subordinated (created pursuant to such First the Second Lien Obligations under Collateral Documents) subject to this Agreement.

Rights as Unsecured Creditors. (ia) Except as otherwise set forth in this Agreement, the Second Lien Security Agent and the The Second Lien Secured Parties may exercise rights and remedies as unsecured creditors against the Borrower or Company and any other Grantor in accordance with the terms of the Second Lien Documents to which it is a party and applicable law. Except law so long as otherwise set forth in such rights and remedies do not violate any provision of this Agreement, nothing including, without limitation, Sections 2.03, 2.04, 3.01, 3.02 and Article VI hereof. Nothing in this Agreement shall prohibit the receipt by any of the Second Lien Security Agents or any Second Lien Secured Parties of the required payments of principal, premium, if any, interest, principal fees and other amounts in respect of due under the Second Lien Obligations Documents, so long as such receipt is not the direct or indirect result of the exercise in contravention of this Agreement by the Second Lien Security Agents or any Second Lien Secured Parties Party of rights or remedies as a secured creditor (including set off) in respect of the Shared Collateral (including, without limitation, rights of set-off) or is not otherwise in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien held by any of themincluding, without limitation, Section 5.03(b) hereof. In the event any Second Lien Security Agent or any other Second Lien Secured Party becomes a judgment Lien lien creditor in respect of Shared Collateral as a result of its enforcement of its rights as an unsecured creditorcreditor in respect of Second Lien Obligations, such judgment Lien lien shall be subordinated to the Liens securing First Lien Obligations, Obligations on the same basis as the other Liens on the Collateral securing the Second Lien Obligations are so subordinated to such Liens securing First Lien Obligations under this Agreement.

Rights as Unsecured Creditors. (i) Except as otherwise set forth in Sections 2.1, 3.1(d), 4 and 6 of this Agreement, the Second Lien Security Agent Lender and the Second Lien Secured Parties Claimholders may exercise rights and remedies as unsecured creditors against the Borrower or any other Grantor Subsidiary Guarantor that has guaranteed the Second Lien Secured Obligations in accordance with the terms of the Second Lien Credit Documents to which it is a party and applicable law. Except as otherwise set forth in Sections 2.1, 3.1(d), 4 and 6 of this Agreement, nothing in this Agreement shall prohibit the receipt by the Second Lien Security Agents Lender or any Second Lien Secured Parties Claimholders of the required payments of interest, principal and other amounts in respect of the Second Lien Obligations interest so long as such receipt is payments are not the direct or indirect result of the exercise by the Second Lien Security Agents Lender or any Second Lien Secured Parties Claimholder (or the Collateral Agent on their behalf) of rights or and remedies as a secured creditor (including set set-off) in respect of the Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Second Lien held by Security Interest. Nothing in this Agreement impairs or otherwise adversely affects any of themrights or remedies the Collateral Agent, the First Lien Trustee or the other First Lien Claimholders may have with respect to the First Lien Collateral. In the event that any Second Lien Security Agent or any other Second Lien Secured Party Claimholder becomes a judgment Lien lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment Lien lien shall be subordinated subject to the Liens securing terms of this Agreement for all purposes (including in relation to the First Lien Collateral and the First Lien Secured Obligations, on ) to the same basis extent as the other Liens on the Collateral securing the Second Lien Obligations Security Interests are so subordinated subject to such First Lien Obligations under this Agreement.

Rights as Unsecured Creditors. (i) Except as otherwise set forth in this Agreement, the Second Lien Term Loan Security Agent and the Second Lien Term Loan Secured Parties may exercise rights and remedies as unsecured creditors against the Borrower Company or any other Grantor in accordance with the terms of the Second Lien Term Loan Documents to which it is a party and applicable law. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second Lien Term Loan Security Agents Agent or any Second Lien Term Loan Secured Parties of the required payments of interest, principal and other amounts in respect of the Second Lien Term Loan Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Term Loan Security Agents Agent or any Second Lien Term Loan Secured Parties of rights or remedies as a secured creditor (including set off) in respect of the ABL Priority Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien held by any of them. In the event any Second Lien the Term Loan Security Agent or any other Second Lien Term Loan Secured Party becomes a judgment Lien lien creditor in respect of ABL Priority Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment Lien lien shall be subordinated to the Liens securing First Lien Obligations, ABL Obligations on the same basis as the other Liens on the ABL Priority Collateral securing the Second Lien Term Loan Obligations are so subordinated to such First Lien ABL Obligations under this Agreement.

Rights as Unsecured Creditors. (i) Except as otherwise expressly set forth in this Agreement, the Second Lien Security ABL Agent and the Second Lien ABL Secured Parties may exercise rights and remedies as unsecured creditors against the Borrower Company or any other Grantor in accordance with the terms of the Second Lien ABL Documents to which it is a the ABL Agent or such ABL Secured Parties are party and applicable law. Except as otherwise set forth in this Agreement, nothing in this Agreement shall prohibit the receipt by the Second Lien Security Agents ABL Agent or any Second Lien ABL Secured Parties of the required payments of interest, principal and other amounts in respect of the Second Lien ABL Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Security Agents ABL Agent or any Second Lien ABL Secured Parties Party of rights or remedies as a secured creditor (including set off) in respect of the Term Loan Priority Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien held by any of them. In the event any Second Lien Security the ABL Agent or any other Second Lien ABL Secured Party becomes a judgment Lien lien creditor in respect of Term Loan Priority Collateral as a result of its enforcement of its rights as an unsecured creditor, such judgment Lien lien shall be subordinated to (x) the Liens securing First First-Lien Obligations and (y) the Liens securing Second-Lien Obligations, in each case, on the same basis as the other Liens on the Term Loan Priority Collateral securing the Second Lien ABL Obligations are so subordinated to such First First-Lien Obligations and Second-Lien Obligations, respectively, under this Agreement.

Rights as Unsecured Creditors. (i) Except as otherwise set forth in this Agreement, The Subordinated Creditor and each of the Second Lien Security Agent and the Second Lien Secured Parties other Subordinated Claimholders may exercise rights and remedies as an unsecured creditors creditor against the Borrower Company or any other Grantor Obligor in accordance with the terms of the Second Lien applicable Subordinated Loan Documents to which it is a party and applicable law. Except as otherwise set forth law to the extent such exercise is not inconsistent with, and does not constitute or result in a violation of, the terms of this Agreement, nothing . Nothing in this Agreement shall prohibit the receipt by the Second Lien Security Agents Subordinated Creditor or any Second Lien Secured Parties other Subordinated Claimholders of the required payments of interest, interest and principal and other amounts in respect of the Second Lien Obligations so long as such receipt is not the direct or indirect result of the exercise by the Second Lien Security Agents Subordinated Creditor or any Second Lien Secured Parties other Subordinated Claimholder of rights or remedies as a secured creditor (including set off) in respect of the Collateral in contravention of this Agreement or enforcement in contravention of this Agreement of any Lien in respect of Subordinated Obligations held by any of themthem or is otherwise in violation of this Agreement. In the event any Second Lien Security Agent Subordinated Creditor or any other Second Lien Secured Party Subordinated Claimholder becomes a judgment Lien lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditorcreditor in respect of Subordinated Obligations, such judgment Lien lien shall be subordinated to the Liens securing First Lien Obligations, Senior Obligations on the same basis as the other Liens on the Collateral securing the Second Lien Subordinated Obligations are so subordinated to such First Lien Liens securing Senior Obligations under this Agreement.