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 Creditor and any other Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against the Debtor, file a claim or statement of interest with respect to the Second Lien Debt; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Priority Debt, or the rights of First Lien Creditor or any other First Lien Claimholder to undertake Enforcement Actions) in order to create, preserve, perfect or 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 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, file any proofs of claim, and make any other filings and motions that are, in each case, not prohibited by the provisions of this Agreement, with respect to the Second Lien 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 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 an Enforcement Action by First Lien Creditor (it being understood that neither Second Lien Creditor nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); (f) bid for or purchase Collateral at any 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 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 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 Creditor Agent and any other Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against the Debtorany Grantor, file a claim or statement of interest with respect to the Second Lien DebtObligations; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Priority DebtObligations, or the rights of First Lien Creditor Agent or any other First Lien Claimholder Claimholders to undertake Enforcement ActionsExercise any Secured Creditor Remedies) in order to create, preserve, create or perfect or 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, file any proofs of claim, reorganization and make any other filings and motions that are, in each case, not prohibited by in accordance with, the provisions terms of this Agreement, with respect to the Second Lien Debt 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 Creditor 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 an Enforcement Action the Exercise of Secured Creditor Remedies by First Lien Creditor Agent (it being understood that neither Second Lien Creditor Agent nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein);; and (f) bid for or purchase Collateral at Exercise any 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 Secured Creditor 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 Remedies after the expiration termination 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 Creditor Trustee and any other Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against the Debtorany Grantor, file a claim or statement of interest with respect to the Second Lien DebtObligations; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Priority DebtObligations, or the rights of First Lien Creditor Agent or any other First Lien Claimholder Claimholders to undertake Enforcement ActionsExercise any Secured Creditor Remedies) in order to create, preserve, protect or perfect or 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 objecting to or otherwise seeking the disallowance of the claims of the 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, file any proofs of claim, and make any other filings and motions that are, in each case, not prohibited by the provisions of this Agreement, with respect to the Second Lien Debt and the Collateralreorganization as 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 Creditor 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 an Enforcement Action the Exercise of Secured Creditor Remedies by First Lien Creditor Agent (it being understood that neither Second Lien Creditor Trustee nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); (f) bid for or purchase Collateral at any 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 Proceedingexercise rights and remedies as unsecured creditors as more particularly described in Section 3.4 and otherwise herein; provided that to the extent the Second Lien Creditor 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;and (g) take Enforcement Actions exercise any Secured Creditor Remedies after the expiration termination 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, and subject to applicable law, Collateral Agent and any Second Lien Creditor and any other Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against the Debtorany Grantor, file a claim or statement of interest with respect to the Second Lien DebtObligations; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Priority DebtLiens, or the rights of First Lien Creditor Agent or any other First Lien Claimholder Creditors to undertake Enforcement ActionsExercise any Secured Creditor Remedies) in order to create, preserve, protect or perfect or protect 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 objecting to or otherwise seeking the disallowance of the claims of the Second Lien ClaimholdersCreditors, including any claims secured by the Collateral, if any; (d) vote on any plan of reorganization, file any proofs of claim, reorganization and make any other filings and motions that are, in each case, not prohibited by in accordance with the provisions terms of this Agreement, Agreement with respect to the Second Lien Debt 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 Creditor 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 an Enforcement Action the Exercise of Secured Creditor Remedies by First Lien Creditor Agent (it being understood that neither Second Lien Creditor Collateral Agent nor any Second Lien Claimholder Creditor shall be entitled to receive any proceeds thereof unless otherwise expressly permitted hereinin this Agreement); (f) bid for or purchase Collateral at Exercise any 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 Secured Creditor 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 Remedies after the expiration termination of the Standstill Period if and to the extent specifically permitted by Section 3.1(a); ) (h) inspect or appraise the it being understood that neither Collateral or Agent nor any Second Lien Creditor shall be entitled to receive information or reports concerning the Collateral, any proceeds thereof unless otherwise expressly permitted in each case pursuant to the Second Lien Documents and applicable lawthis Agreement); and (ig) enforce the terms of exercise any subordination agreement with respect to any indebtedness rights or other obligation subordinated to the Second Lien Debtremedies 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, a Second Lien Creditor and any other Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against the Debtor, file a claim or statement of interest with respect to the Second Lien Debt; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Priority Debt, or the rights of First Lien Creditor or any other First Lien Claimholder to undertake Enforcement Actions) in order to create, preserve, perfect or 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 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, file any proofs of claim, and make any other filings and motions that are, in each case, not prohibited by the provisions of this Agreement, with respect to the Second Lien 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 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 an Enforcement Action by First Lien Creditor (it being understood that neither a Second Lien Creditor nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); (f) bid for or purchase Collateral at any 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 a Second Lien Creditor 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 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 Article III or in any other provision of this Agreement notwithstanding, Second Lien Creditor and Collateral Trustee, any other 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 the Debtorany Grantor, file a claim or statement of interest with respect to the Second Lien Debt; (bii) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Priority Lien Priority Debt, or the rights of First Priority Lien Creditor Agent or any other First Priority Lien Claimholder Secured Party to undertake Enforcement Actionsenforcement actions with respect to the Collateral or otherwise) in order to create, preserve, create or perfect or protect 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 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, file reorganization or liquidation and make any filings (including proofs of claim, ) and make any other filings arguments and motions that are, in each case, not prohibited by in contravention of the provisions of this Agreement, with respect to the Second Lien 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 Creditor 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 an Enforcement Action enforcement action by First Priority Lien Creditor Agent (it being understood that neither Second Lien Creditor 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); (fviii) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by any First Priority Lien Claimholder Agent or any other personPriority 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 Second Priority Lien Creditor or such Second Secured Parties receive payment in full in cash of all Priority Lien Claimholder credit bids its claim against Obligations (other than the purchase price, such bid shall result in the Payment in Full of First Excess Priority Lien Priority Debt;Obligations) after giving effect thereto; and (gix) take Enforcement Actions or otherwise exercise any enforcement actions after the 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); (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 a court of any subordination agreement with respect to any indebtedness or other obligation subordinated to the Second Lien Debtcompetent jurisdiction.

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 Creditor Agent and /or any other Second Lien Claimholder Secured Party may: (ai) if an Insolvency or Liquidation Proceeding has been commenced by or against the Debtorany Grantor, file a claim or statement of interest with respect to the Second Lien Debt; (bii) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Priority Lien Priority Debt, or the rights of First Priority Lien Creditor Agent or any other First Priority Lien Claimholder Secured Party to undertake Enforcement Actionsenforcement actions with respect to the Collateral or otherwise) in order to create, preserve, create or perfect or protect 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 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, file reorganization and make any filings (including proofs of claim, ) and make any other filings arguments and motions that are, in each case, not prohibited by in contravention of the provisions of this Agreement, with respect to the Second Lien 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 Creditor 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 an Enforcement Action enforcement action by First Priority Lien Creditor Agent (it being understood that neither Second Lien Creditor Agent nor any Second Lien Claimholder Secured Party shall be entitled to receive any proceeds thereof of any Collateral unless otherwise expressly permitted herein); (fviii) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by any First Priority Lien Claimholder Agent or any other personPriority 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 Second Priority Lien Creditor or such Second Secured Parties receive payment in full in cash of all Priority Lien Claimholder credit bids its claim against Obligations (other than the purchase price, such bid shall result in the Payment in Full of First Excess Priority Lien Priority Debt;Obligations) after giving effect thereto; and (gix) take Enforcement Actions or otherwise exercise any enforcement actions after the 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); (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 a court of any subordination agreement with respect to any indebtedness or other obligation subordinated to the Second Lien Debtcompetent jurisdiction.

Second Lien Permitted Actions. Anything to the contrary in this Section 3 notwithstanding, Second Lien Creditor Agent and any other Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against the Debtorany Grantor, file a claim or statement of interest with respect to the Second Lien DebtObligations; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Priority DebtObligations, or the rights of First Lien Creditor Agent or any other First Lien Claimholder Claimholders to undertake Enforcement ActionsExercise any Secured Creditor Remedies) in order to create, preserve, create or perfect or protect 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 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, file any proofs of claim, reorganization and make any other filings and motions that are, in each case, not prohibited by in accordance with, the provisions terms of this Agreement, with respect to the Second Lien Debt 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 Creditor 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 an Enforcement Action the Exercise of Secured Creditor Remedies by First Lien Creditor Agent (it being understood that neither Second Lien Creditor Agent nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein);; and (f) bid for or purchase Collateral at exercise any 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 Secured Creditor 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 Remedies after the expiration termination 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 Creditor Trustee and any other Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against the Debtorany Grantor, file a claim or statement of interest with respect to the Second Lien DebtObligations; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Priority DebtObligations, or the rights of First Lien Creditor Lender or any other First Lien Claimholder Claimholders to undertake Enforcement ActionsExercise any Secured Creditor Remedies) in order to create, preserve, create or perfect or 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 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, file any proofs of claim, reorganization and make any other filings and motions that are, in each case, not prohibited by in accordance with, the provisions terms of this Agreement, with respect to the Second Lien Debt 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 Creditor 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 an Enforcement Action the Exercise of Secured Creditor Remedies by First Lien Creditor Lender (it being understood that neither Second Lien Creditor Trustee nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein);; and (f) bid for or purchase Collateral at Exercise any 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 Secured Creditor 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 Remedies after the expiration termination 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 Article III or in any other provision of this Agreement notwithstanding, Second Lien Creditor and Collateral Agent, any other 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 the Debtorany Grantor, file a claim or statement of interest with respect to the Second Lien Debt; (bii) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Priority Lien Priority Debt, or the rights of First Priority Lien Creditor Agent or any other First Priority Lien Claimholder Secured Party to undertake Enforcement Actionsenforcement actions with respect to the Collateral or otherwise) in order to create, preserve, create or perfect or protect 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 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, file reorganization and make any filings (including proofs of claim, ) and make any other filings arguments and motions that are, in each case, not prohibited by in contravention of the provisions of this Agreement, with respect to the Second Lien 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 Creditor 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 an Enforcement Action enforcement action by First Priority Lien Creditor Agent (it being understood that neither Second Lien Creditor 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); (fviii) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by any First Priority Lien Claimholder Agent or any other personPriority 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 Second Priority Lien Creditor or such Second Secured Parties receive payment in full in cash of all Priority Lien Claimholder credit bids its claim against Obligations (other than the purchase price, such bid shall result in the Payment in Full of First Excess Priority Lien Priority Debt;Obligations) after giving effect thereto; and (gix) take Enforcement Actions or otherwise exercise any enforcement actions after the 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); (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 a court of any subordination agreement with respect to any indebtedness or other obligation subordinated to the Second Lien Debtcompetent jurisdiction.

Second Lien Permitted Actions. Anything to the contrary in this Section 3 and Section 6 notwithstanding, Second Lien Creditor and any other Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against the Debtor, file a claim, proof of claim or statement of interest with respect to the Second Lien Debt; (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 Priority Debt, or the rights of First Lien Creditor Agent or any other First Lien Claimholder to undertake Enforcement Actions) in order to create, preserveprove, perfect perfect, preserve or 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 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, file reorganization and receive and retain any proofs of claim, and make any other 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 the Bankruptcy Cases, or any other Insolvency Proceeding, and make any filings, arguments, and motions, in each case that are not prohibited by in contravention of the provisions of this Agreement and the Creditor Support Agreement, with respect to the Second Lien 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 Creditor 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 an Enforcement Action by First Lien Creditor Agent (it being understood that neither Second Lien Creditor Agent nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); (fg) bid for take any of the actions described in Section 3.6, including to file any pleadings, objections, motions or purchase Collateral at agreements that assert right or interests available to unsecured creditors of the Grantors arising under either any publicInsolvency Proceeding or applicable bankruptcy law, private in each case, not directly or judicial foreclosure upon such Collateral initiated by any First Lien Claimholder or any other person, or any sale indirectly inconsistent with the terms of Collateral during an Insolvency Proceedingthis Agreement; provided that to the extent the Second Lien Creditor 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;and (gh) take Enforcement Actions after the 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 Creditor and any other Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against the Debtorany Second Lien Grantor, file a claim, proof of claim or statement of interest with respect to the Second Lien Debt; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Priority Debt, or the rights of First Lien Creditor Agent or any other First Lien Claimholder to undertake Enforcement Actions) in order to create, preserveprove, perfect perfect, preserve or 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 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, file any proofs of claim, reorganization and make any other filings filings, arguments, and motions that are, in each case, not prohibited by in contravention of the provisions of this Agreement, with respect to the Second Lien 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 Creditor 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 an Enforcement Action by First Lien Creditor Agent (it being understood that neither Second Lien Creditor Agent nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); (f) bid for take any of the actions described in Section 3.6, including to file any pleadings, objections, motions or purchase Collateral at agreements that assert right or interests available to unsecured creditors of the Grantors arising under either any publicInsolvency Proceeding or applicable bankruptcy law, private in each case, not directly or judicial foreclosure upon such Collateral initiated by any First Lien Claimholder or any other person, or any sale indirectly inconsistent with the terms of Collateral during an Insolvency Proceedingthis Agreement; provided that to the extent the Second Lien Creditor 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;and (g) take Enforcement Actions after the expiration of the Standstill Period if and to the extent specifically permitted by Section 3.1(a); (h) inspect or appraise the Collateral commence or to receive information join with any person in commencing, or reports concerning the Collateralfiling a petition for, in each case pursuant any Insolvency Proceeding against any Grantor 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 Debtextent specifically permitted by Section 3.1(b).

Second Lien Permitted Actions. Anything to the contrary in this Section 3 notwithstanding, Second Lien Creditor and any other Second Lien Claimholder may: (a) if an Insolvency Proceeding has been commenced by or against the Debtorany Grantor, file a claim or statement of interest with respect to the Second Lien Debt; (b) take any action (not adverse to the priority status of the Liens on the Collateral securing the First Lien Priority Debt, or the rights of First Lien Creditor Agent or any other First Lien Claimholder to undertake Enforcement Actions) in order to create, preserve, create or perfect or 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 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, file any proofs of claim, reorganization and make any other filings and motions that are, in each case, not prohibited by in contravention of the provisions of this Agreement, with respect to the Second Lien 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 Creditor 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 an Enforcement Action by First Lien Creditor Agent (it being understood that neither Second Lien Creditor Agent nor any Second Lien Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein);; and (f) bid for or purchase Collateral at any public, private private, or judicial foreclosure upon such Collateral initiated by any First Lien Claimholder or any other personClaimholder, or any sale of Collateral during an Insolvency Proceeding; provided that to the extent the such bid may not include a “credit bid” in respect of any Second Lien Creditor or such Second Lien Claimholder credit bids its claim against Debt unless the purchase price, proceeds of such bid shall result in are otherwise sufficient to cause the Payment in Full Discharge of First Lien Priority Debt; Obligations (g) take Enforcement Actions after the expiration of the Standstill Period if and up to the extent specifically permitted by Section 3.1(a); (h) inspect or appraise Revolving Credit Agreement Cap and the Collateral or to receive information or reports concerning Term Loan Cap, respectively, for the CollateralRevolving Credit Agreement Obligations and the Term Loan Obligations, 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 the First Lien Capped Obligations and in their entirety with respect to the Second First Lien DebtObligations that are not First Lien Capped Obligations) in full, in cash immediately upon closing.