Common use of Second Lien Permitted Actions Clause in Contracts

Second Lien Permitted Actions. Anything to the contrary in this Section 3 notwithstanding, Second Lien Agent and any Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a claim or statement of interest with respect to the Second Lien Obligations; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of First Lien Agent or any First Lien Claimholders to Exercise any Secured Creditor Remedies) in order to create or perfect its Lien in and to the Collateral; (c) 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 Second Lien Claimholders, including any claims secured by the Collateral, if any; (d) vote on any plan of reorganization and make any filings and motions that are, in each case, in accordance with, the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; (e) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by First Lien Agent to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by First Lien Agent (it being understood that neither Second Lien Agent nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and (f) Exercise any Secured Creditor Remedies after the termination of the Standstill Period if and to the extent specifically permitted by Section 3.1(a).

Second Lien Permitted Actions. Anything to the contrary in this Section 3 notwithstanding, Second Lien Agent Creditor and any other Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against any Grantorthe Debtor, file a claim or statement of interest with respect to the Second Lien ObligationsDebt; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien ObligationsPriority Debt, or the rights of First Lien Agent Creditor or any other First Lien Claimholders Claimholder to Exercise any Secured Creditor Remediesundertake Enforcement Actions) in order to create create, preserve, perfect or perfect protect its Lien in and to the Collateral; (c) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any; (d) vote on any plan of reorganization reorganization, file any proofs of claim, and make any other filings and motions that are, in each case, in accordance with, not prohibited by the terms provisions of this Agreement, with respect to the Second Lien Obligations Debt and the Collateral; (e) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by First Lien Agent Creditor to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies an Enforcement Action by First Lien Agent Creditor (it being understood that neither Second Lien Agent Creditor nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and; (f) Exercise bid for or purchase Collateral at any Secured public, private or judicial foreclosure upon such Collateral initiated by any First Lien Claimholder or any other person, or any sale of Collateral during an Insolvency Proceeding; provided that to the extent the Second Lien Creditor Remedies or such Second Lien Claimholder credit bids its claim against the purchase price, such bid shall result in the Payment in Full of First Lien Priority Debt; (g) take Enforcement Actions after the termination expiration of the Standstill Period if and to the extent specifically permitted by Section 3.1(a); (h) inspect or appraise the Collateral or to receive information or reports concerning the Collateral, in each case pursuant to the Second Lien Documents and applicable law; and (i) enforce the terms of any subordination agreement with respect to any indebtedness or other obligation subordinated to the Second Lien Debt.

Second Lien Permitted Actions. Anything to the contrary in this Section 3 notwithstanding, a Second Lien Agent Creditor and any other Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against any Grantorthe Debtor, file a claim or statement of interest with respect to the Second Lien ObligationsDebt; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien ObligationsPriority Debt, or the rights of First Lien Agent Creditor or any other First Lien Claimholders Claimholder to Exercise any Secured Creditor Remediesundertake Enforcement Actions) in order to create create, preserve, perfect or perfect protect its Lien in and to the Collateral; (c) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any; (d) vote on any plan of reorganization reorganization, file any proofs of claim, and make any other filings and motions that are, in each case, in accordance with, not prohibited by the terms provisions of this Agreement, with respect to the Second Lien Obligations Debt and the Collateral; (e) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by First Lien Agent Creditor to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies an Enforcement Action by First Lien Agent Creditor (it being understood that neither a Second Lien Agent Creditor nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and; (f) Exercise bid for or purchase Collateral at any Secured public, private or judicial foreclosure upon such Collateral initiated by any First Lien Claimholder or any other person, or any sale of Collateral during an Insolvency Proceeding; provided that to the extent a Second Lien Creditor Remedies or such Second Lien Claimholder credit bids its claim against the purchase price, such bid shall result in the Payment in Full of First Lien Priority Debt; (g) take Enforcement Actions after the termination expiration of the Standstill Period if and to the extent specifically permitted by Section 3.1(a); (h) inspect or appraise the Collateral or to receive information or reports concerning the Collateral, in each case pursuant to the Second Lien Documents and applicable law; and (i) enforce the terms of any subordination agreement with respect to any indebtedness or other obligation subordinated to the Second Lien Debt.

Second Lien Permitted Actions. Anything to the contrary in this Section 3 notwithstanding, Second Lien and subject to applicable law, Collateral Agent and any Second Lien Claimholder Creditor may: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a claim or statement of interest with respect to the Second Lien Obligations; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien ObligationsPriority Liens, or the rights of First Lien Agent or any First Lien Claimholders Creditors to Exercise any Secured Creditor Remedies) in order to create create, preserve, protect or perfect its Lien in and to the CollateralSecond Priority Liens; (c) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of the claims of Second Lien ClaimholdersCreditors, including any claims secured by the Collateral, if any; (d) vote on any plan of reorganization and make any filings and motions that are, in each case, in accordance with, with the terms of this Agreement, Agreement with respect to the Second Lien Obligations and the Collateral; (e) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by First Lien Agent to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by First Lien Agent (it being understood that neither Second Lien Collateral Agent nor any Second Lien Claimholder Creditor shall be entitled to receive any proceeds thereof unless otherwise expressly permitted hereinin this Agreement); and; (f) Exercise any Secured Creditor Remedies after the termination of the Standstill Period if and to the extent specifically permitted by Section 3.1(a) (it being understood that neither Collateral Agent nor any Second Lien Creditor shall be entitled to receive any proceeds thereof unless otherwise expressly permitted in this Agreement); and (g) exercise any rights or remedies as an unsecured creditor as more fully provided in Section 3.5.

Second Lien Permitted Actions. Anything to the contrary in this Section 3 notwithstanding, Second Lien Agent Trustee and any Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a claim or statement of interest with respect to the Second Lien Obligations; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of First Lien Agent or any First Lien Claimholders to Exercise any Secured Creditor Remedies) in order to create create, preserve, protect or perfect its Lien in and to the Collateral; (c) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of the claims of Second Lien Claimholders, including any claims secured by the Collateral, if any, in each case in accordance with the terms of this Agreement; (d) vote on any plan of reorganization and make any filings and motions that are, in each case, in accordance with, the terms of this Agreement, with respect to the Second Lien Obligations and the Collateralas more particularly described herein; (e) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by First Lien Agent to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by First Lien Agent (it being understood that neither Second Lien Agent Trustee nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); (f) exercise rights and remedies as unsecured creditors as more particularly described in Section 3.4 and otherwise herein; and (fg) Exercise exercise any Secured Creditor Remedies after the termination of the Standstill Period if and to the extent specifically permitted by Section 3.1(a).

Second Lien Permitted Actions. Anything to the contrary in this Section 3 Article III or in any other provision of this Agreement notwithstanding, Second Lien Agent and Collateral Agent, any Second Lien Claimholder Representative and /or any Second Lien Secured Party may, subject to the Second Lien Collateral Trust Agreement: (ai) if an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, file a claim or statement of interest with respect to the Second Lien ObligationsDebt; (bii) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Priority Lien ObligationsDebt, or the rights of First Priority Lien Agent or any First other Priority Lien Claimholders Secured Party to Exercise any Secured Creditor Remediesundertake enforcement actions with respect to the Collateral or otherwise) in order to create or perfect its Lien in and to the Collateral; (ciii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of the claims of the Second Lien ClaimholdersSecured Parties, including any claims secured by the Collateral, if any; (div) file any pleadings, objections, motions or agreements which assert rights or interests available to, or exercise rights as (to the extent not prohibited by Section 4.07), unsecured creditors of the Grantors arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement; (v) vote on any plan of reorganization and make any filings (including proofs of claim) and arguments and motions that are, in each case, not in accordance with, contravention of the terms provisions of this Agreement, with respect to the Second Lien Obligations Debt and the Collateral; (evi) seek to enforce any of the terms of the Second Lien Loan Documents to the extent not expressly prohibited by the other provisions of this Agreement; (vii) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien Lien enforcement proceeding with respect to the Collateral initiated by First Priority Lien Agent (or any Priority Lien Secured Parties) or by Third Lien Agent (or any Third Lien Secured Parties) to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies an enforcement action by First Priority Lien Agent (it being understood that neither Second Lien Collateral Agent nor any Second Lien Claimholder Secured Party nor Third Lien Agent nor any Third Lien Secured Party shall be entitled to receive any proceeds thereof of any Collateral unless otherwise expressly permitted herein); (viii) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by Priority Lien Agent or any Priority Lien Secured Party, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may only include a “credit bid” in respect of any Second Lien Debt to the extent that, and so long as, the Priority Lien Secured Parties receive payment in full in cash of all Priority Lien Obligations (other than the Excess Priority Lien Obligations) after giving effect thereto; and (fix) Exercise take or otherwise exercise any Secured Creditor Remedies enforcement actions after the termination expiration of the Second Lien Standstill Period if and to the extent specifically permitted in the second proviso to Section 3.02(a)(i) or with the consent of the Priority Lien Agent or as required by Section 3.1(a)a court of competent jurisdiction.

Second Lien Permitted Actions. Anything to the contrary in this Section 3 notwithstanding, Second Lien Agent and any Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a claim or statement of interest with respect to the Second Lien Obligations; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of First Lien Agent or any First Lien Claimholders to Exercise any Secured Creditor Remedies) in order to create or perfect its Lien in and to the CollateralCollateral if such Collateral secures the First Lien Obligations; (c) 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 Second Lien Claimholders, including any claims secured by the Collateral, if any; (d) vote on any plan of reorganization and make any filings and motions that are, in each case, in accordance with, the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; (e) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by First Lien Agent to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by First Lien Agent (it being understood that neither Second Lien Agent nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and (f) Exercise exercise any Secured Creditor Remedies after the termination of the Standstill Period if and to the extent specifically permitted by Section 3.1(a).

Second Lien Permitted Actions. Anything to the contrary in this Section 3 Article III or in any other provision of this Agreement notwithstanding, Second Lien Agent and Collateral Trustee, any Second Lien Claimholder Representative and /or any Second Lien Secured Party may, subject to the Second Lien Collateral Trust Agreement: (ai) if an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, file a claim or statement of interest with respect to the Second Lien ObligationsDebt; (bii) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Priority Lien ObligationsDebt, or the rights of First Priority Lien Agent or any First other Priority Lien Claimholders Secured Party to Exercise any Secured Creditor Remediesundertake enforcement actions with respect to the Collateral or otherwise) in order to create or perfect its Lien in and to the Collateral; (ciii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of the claims of the Second Lien ClaimholdersSecured Parties, including any claims secured by the Collateral, if any; (div) file any pleadings, objections, motions or agreements which assert rights or interests available to, or exercise rights as (to the extent not prohibited by Section 4.07), unsecured creditors of the Grantors arising under any Insolvency or Liquidation Proceeding or applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement; (v) vote on any plan of reorganization or liquidation and make any filings (including proofs of claim) and arguments and motions that are, in each case, not in accordance with, contravention of the terms provisions of this Agreement, with respect to the Second Lien Obligations Debt and the Collateral; (evi) seek to enforce any of the terms of the Second Lien Loan Documents to the extent not expressly prohibited by the terms of this Agreement; (vii) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien Lien enforcement proceeding with respect to the Collateral initiated by First Priority Lien Agent (or any Priority Lien Secured Parties) or by Third Lien Agent (or any Third Lien Secured Parties) to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies an enforcement action by First Priority Lien Agent (it being understood that neither Second Lien Agent Collateral Trustee nor any Second Lien Claimholder Secured Party nor Third Lien Agent nor any Third Lien Secured Party shall be entitled to receive any proceeds thereof of any Collateral unless otherwise expressly permitted herein); (viii) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by Priority Lien Agent or any Priority Lien Secured Party, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may only include a “credit bid” in respect of any Second Lien Debt to the extent that, and so long as, the Priority Lien Secured Parties receive payment in full in cash of all Priority Lien Obligations (other than the Excess Priority Lien Obligations) after giving effect thereto; and (fix) Exercise take or otherwise exercise any Secured Creditor Remedies enforcement actions after the termination expiration of the Second Lien Standstill Period if and to the extent specifically permitted in the second proviso to Section 3.02(a)(i) or with the consent of the Priority Lien Agent or as required by Section 3.1(a)a court of competent jurisdiction.

Second Lien Permitted Actions. Anything to the contrary in this Section 3 notwithstanding, Second Lien Agent and any Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a claim or statement of interest with respect to the Second Lien ObligationsDebt; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien ObligationsDebt, or the rights of First Lien Agent or any other First Lien Claimholders Claimholder to Exercise any Secured Creditor Remediesundertake Enforcement Actions) in order to create or perfect its Lien in and to the Collateral; (c) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Claimholders, including any claims secured by the Collateral, if any; (d) vote on any plan of reorganization and make any filings and motions that are, in each case, not in accordance with, contravention of the terms provisions of this Agreement, with respect to the Second Lien Obligations Debt and the Collateral; (e) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by First Lien Agent to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies an Enforcement Action by First Lien Agent (it being understood that neither Second Lien Agent nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and (f) Exercise bid for or purchase Collateral at any Secured Creditor Remedies after public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Claimholder, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Debt unless the termination proceeds of such bid are otherwise sufficient to cause the Standstill Period if and Discharge of First Lien Obligations (up to the extent specifically permitted by Section 3.1(a)Revolving Credit Agreement Cap and the Term Loan Cap, respectively, for the Revolving Credit Agreement Obligations and the Term Loan Obligations, with respect to the First Lien Capped Obligations and in their entirety with respect to First Lien Obligations that are not First Lien Capped Obligations) in full, in cash immediately upon closing.

Second Lien Permitted Actions. Anything to the contrary in this Section 3 notwithstanding, Second Lien Agent and any Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against any Second Lien Grantor, file a claim, proof of claim or statement of interest with respect to the Second Lien ObligationsDebt; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien ObligationsPriority Debt, or the rights of First Lien Agent or any other First Lien Claimholders Claimholder to Exercise any Secured Creditor Remediesundertake Enforcement Actions) in order to create create, prove, perfect, preserve or perfect protect (but not enforce) its Lien in and to the Collateral; (c) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of the claims or Liens of the Second Lien Claimholders, including any claims secured by the Collateral, if any; (d) vote on any plan of reorganization and make any filings filings, arguments, and motions that are, in each case, not in accordance with, contravention of the terms provisions of this Agreement, with respect to the Second Lien Obligations Debt and the Collateral; (e) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by First Lien Agent to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies an Enforcement Action by First Lien Agent (it being understood that neither Second Lien Agent nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); (f) take any of the actions described in Section 3.6, including to file any pleadings, objections, motions or agreements that assert right or interests available to unsecured creditors of the Grantors arising under either any Insolvency Proceeding or applicable bankruptcy law, in each case, not directly or indirectly inconsistent with the terms of this Agreement; and (fg) Exercise any Secured Creditor Remedies take Enforcement Actions after the termination expiration of the Standstill Period if and to the extent specifically permitted by Section 3.1(a) or commence or join with any person in commencing, or filing a petition for, any Insolvency Proceeding against any Grantor to the extent specifically permitted by Section 3.1(b).

Second Lien Permitted Actions. Anything to the contrary in this Section 3 and Section 6 notwithstanding, Second Lien Agent and any Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a claim, proof of claim or statement of interest with respect to the Second Lien ObligationsDebt; (b) subject to the Financing Order, exercise all rights and remedies with respect to any Second Lien DIP Priority Account Collateral (including taking any Enforcement Action with respect to any Second Lien DIP Priority Account Collateral); (c) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien ObligationsPriority Debt, or the rights of First Lien Agent or any other First Lien Claimholders Claimholder to Exercise any Secured Creditor Remediesundertake Enforcement Actions) in order to create create, prove, perfect, preserve or perfect protect (but not enforce) its Lien in and to the Collateral; (cd) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of the claims or Liens of the Second Lien Claimholders, including any claims secured by the Collateral, if any; (de) vote on any plan of reorganization and make receive and retain any filings and motions that aredebt securities or obligations in accordance with Section 6.9 or equity securities or interests, in each case, that are issued by a reorganized debtor pursuant to a plan of reorganization or similar dispositive restructuring plan in accordance withthe Bankruptcy Cases, or any other Insolvency Proceeding, and make any filings, arguments, and motions, in each case that are not in contravention of the terms provisions of this Agreement and the Creditor Support Agreement, with respect to the Second Lien Obligations Debt and the Collateral; (ef) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by First Lien Agent to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies an Enforcement Action by First Lien Agent (it being understood that neither Second Lien Agent nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); (g) take any of the actions described in Section 3.6, including to file any pleadings, objections, motions or agreements that assert right or interests available to unsecured creditors of the Grantors arising under either any Insolvency Proceeding or applicable bankruptcy law, in each case, not directly or indirectly inconsistent with the terms of this Agreement; and (fh) Exercise any Secured Creditor Remedies take Enforcement Actions after the termination expiration of the Standstill Period if and to the extent specifically permitted by Section 3.1(a).

Second Lien Permitted Actions. Anything to the contrary in this Section 3 Article III or in any other provision of this Agreement notwithstanding, Second Lien Agent and /or any Second Lien Claimholder Secured Party may: (ai) if an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, file a claim or statement of interest with respect to the Second Lien ObligationsDebt; (bii) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Priority Lien ObligationsDebt, or the rights of First Priority Lien Agent or any First other Priority Lien Claimholders Secured Party to Exercise any Secured Creditor Remediesundertake enforcement actions with respect to the Collateral or otherwise) in order to create or perfect its Lien in and to the Collateral; (ciii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of the claims of the Second Lien ClaimholdersSecured Parties, including any claims secured by the Collateral, if any; (div) file any pleadings, objections, motions or agreements which assert rights or interests available to, or exercise rights as (to the extent not prohibited by Section 4.07), unsecured creditors of the Grantors arising under any Insolvency or Liquidation Proceeding or applicable non-Bankruptcy Law, in each case not inconsistent with the terms of this Agreement; (v) vote on any plan of reorganization and make any filings (including proofs of claim) and arguments and motions that are, in each case, not in accordance with, contravention of the terms provisions of this Agreement, with respect to the Second Lien Obligations Debt and the Collateral; (evi) seek to enforce any of the terms of the Second Lien Loan Documents to the extent not expressly prohibited by the other provisions of this Agreement; (vii) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien Lien enforcement proceeding with respect to the Collateral initiated by First Priority Lien Agent (or any Priority Lien Secured Parties) to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies an enforcement action by First Priority Lien Agent (it being understood that neither Second Lien Agent nor any Second Lien Claimholder Secured Party shall be entitled to receive any proceeds thereof of any Collateral unless otherwise expressly permitted herein); (viii) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by Priority Lien Agent or any Priority Lien Secured Party, or any sale of Collateral during an Insolvency or Liquidation Proceeding; provided that such bid may only include a “credit bid” in respect of any Second Lien Debt to the extent that, and so long as, the Priority Lien Secured Parties receive payment in full in cash of all Priority Lien Obligations (other than the Excess Priority Lien Obligations) after giving effect thereto; and (fix) Exercise take or otherwise exercise any Secured Creditor Remedies enforcement actions after the termination expiration of the Standstill Period if and to the extent specifically permitted in the second proviso to Section 3.02(a) or with the consent of the Priority Lien Agent or as required by Section 3.1(a)a court of competent jurisdiction.

Second Lien Permitted Actions. Anything to the contrary in this Section 3 notwithstanding, Second Lien Agent Trustee and any Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a claim or statement of interest with respect to the Second Lien Obligations; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Obligations, or the rights of First Lien Agent Lender or any First Lien Claimholders to Exercise any Secured Creditor Remedies) in order to create or perfect its Lien in and to the Collateral; (c) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding, or other pleading made by any Person person objecting to or otherwise seeking the disallowance of the claims of Second Lien Claimholders, including any claims secured by the Collateral, if any; (d) vote on any plan of reorganization and make any filings and motions that are, in each case, in accordance with, the terms of this Agreement, with respect to the Second Lien Obligations and the Collateral; (e) join (but not exercise any control with respect to) any judicial foreclosure proceeding or other judicial lien enforcement proceeding with respect to the Collateral initiated by First Lien Agent Lender to the extent that any such action could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by First Lien Agent Lender (it being understood that neither Second Lien Agent Trustee nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and (f) Exercise any Secured Creditor Remedies after the termination of the Standstill Period if and to the extent specifically permitted by Section 3.1(a).