Common use of Who May Exercise Remedies Clause in Contracts

Who May Exercise Remedies. (a) Subject to subsections (b) and (c) below, until the Discharge of First Lien Obligations, the First Lien Claimholder will have the exclusive right to (1) commence and maintain an Enforcement Action (including the rights to set off or credit bid their debt), (2) make determinations regarding the release or disposition of, or restrictions with respect to, the Collateral, and (3) otherwise enforce the rights and remedies of a secured creditor under the U.C.C. and the Bankruptcy Laws of any applicable jurisdiction. (b) Notwithstanding the preceding section 3.1(a), Second Lien Claimholders may commence an Enforcement Action or exercise rights with respect to a Lien securing a Second Lien Obligation if (1) 180 days have elapsed since Second Lien Claimholders notified the First Lien Claimholder that the Second Lien Obligations were due in full as a result of acceleration or otherwise (the Standstill Period), (2) The First Lien Claimholder is not then diligently pursuing an Enforcement Action with respect to all or a material portion of the Collateral or diligently attempting to vacate any stay or prohibition against such exercise, (3) any acceleration of the Second Lien Obligations has not been rescinded, and (4) the applicable Grantor is not then a debtor in an Insolvency Proceeding. (c) Notwithstanding section 3.1(a), but subject to section 1.3, “First and Second Lien Collateral to Be Identical,” a Second Lien Claimholder may (1) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, with respect to the Second Lien Obligations and the Collateral in any Insolvency Proceeding commenced by or against any Grantor, in each case in accordance with this Agreement, (2) take action to create, perfect, preserve, or protect its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of Liens on the Collateral securing the First Lien Obligations or the First Lien Claimholder’s rights to exercise remedies, (3) file necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of a Second Lien Obligation or a Lien securing the Second Lien Obligation, (4) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Claimholder, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Claimholder may receive any Proceeds thereof unless expressly permitted herein, and (5) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by the 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 Obligations unless the proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations.

Who May Exercise Remedies. (a) Subject to subsections (b) and (c) below, until the Discharge of First Lien Obligations, the First Lien Claimholder Claimholders will have the exclusive right to, and no Second Lien Claimholder will: (1i) commence and maintain an Enforcement Action (including the rights to set off or credit bid their debt), (2ii) subject to section 1.10, “Release of Liens,” make determinations regarding the release or disposition of, or restrictions with respect to, the Collateral, and (3iii) otherwise enforce the rights and remedies of a secured creditor under the U.C.C. and the Bankruptcy Laws of any applicable jurisdiction, so long as any Proceeds received by the First Lien Agents and other First Lien Claimholders in the aggregate in excess of those necessary to achieve Discharge of First Lien Obligations are distributed in accordance with section 4.1, “Application of Proceeds,” except as otherwise required pursuant to the U.C.C. and applicable law, subject to the relative priorities described in section 1.1, “Seniority of Liens Securing First Lien Obligations.” (b) Notwithstanding the preceding section 3.1(a), Second Lien Claimholders may commence an Enforcement Action or exercise rights with respect to a Lien securing a Second Lien Obligation if: (1i) 180 120 days have elapsed since Second Lien Claimholders Agent notified the each First Lien Claimholder Agent that the Second Lien Obligations were due in full as a result of acceleration or otherwise (the “Standstill Period”), (2ii) The First Lien Claimholder is Claimholders are not then diligently pursuing an Enforcement Action with respect to all or a material portion of the Collateral or diligently attempting to vacate any stay or prohibition against such exercise, (3) , and any acceleration of the Second Lien Obligations has not been rescinded; provided that in the event that and for so long as the Second Lien Claimholders have commenced any actions to enforce their rights or exercise their remedies with respect to all or any material portion of the Collateral to the extent permitted hereunder and are diligently pursuing such actions (which actions shall include, for the avoidance of doubt, diligent pursuit of an orderly sale or disposition of all or substantially all of the stock of any Grantor in a manner consistent with the sale of such assets in the marketplace), the First Lien Claimholders shall not take any action with respect to such Collateral that is contrary to the actions being taken by the Second Lien Claimholders, and (4iii) the applicable no Grantor is not then a debtor in an Insolvency Proceeding. (c) Notwithstanding In addition, notwithstanding section 3.1(a), but subject to section 1.3, “First and Second Lien Collateral to Be Identical,” a Second Lien Claimholder may: (1i) file a proof one or more proofs of claim or statement statements of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, with respect to the Second Lien Obligations and the Collateral in any Insolvency Proceeding commenced by or against any Grantor, in each case in accordance with this Agreement, (2ii) take action to create, perfect, preserve, or protect its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of Liens on the Collateral securing the First Lien Obligations or the First Lien Claimholder’s Claimholders’ rights to exercise remedies, (3iii) file necessary any responsive or defensive pleadings in opposition to a claim any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of a the claims of the Second Lien Obligation Claimholders, including without limitation any claims secured by the Collateral or a otherwise make any arguments or file any motions pertaining to the Second Lien Obligations and Liens securing the Second Lien ObligationObligations, in each case, in accordance with the terms of this Agreement, (4iv) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien ClaimholderAuthorized Person, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Claimholder may receive any Proceeds thereof unless expressly permitted herein, and, (5v) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by the 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 Obligations unless the proceeds of such bid are otherwise also includes cash sufficient to cause the Discharge of First Lien Obligations, and/or (vi) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by this Agreement. (d) The Second Lien Claimholders shall have the right to exercise rights and remedies as unsecured creditors (other than initiating or joining in an involuntary case or proceeding under the Bankruptcy Code with respect to a Grantor) in accordance with the terms of the Second Lien Documents and applicable law so long as such rights and remedies do not violate, or are not in contravention of, any provision of this Agreement; provided, that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien (to the extent corresponding and applicable to such Collateral) shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien Obligations) as the other Liens securing the Second Lien Obligations are subject to this Agreement. (e) Nothing in this Agreement shall prohibit the payment by Terran PubCo or the receipt by the Second Lien Claimholders of the required payments of interest, principal, prepayment premium or penalty (if any), and other amounts owed in respect of the Second Lien Obligations in the ordinary course, so long as such payment is not made with the Proceeds from the sale, lease, or other disposition of any Collateral (except as otherwise permitted by the First Lien Documents and this Agreement), or such receipt is not the direct or indirect result of the exercise by the Second Lien Agent of rights or remedies as a secured creditor (including set off) or enforcement in contravention of this Agreement of any Lien securing the Second Lien Obligations or as a result of any other violation by any Second Lien Claimholder of the terms of this Agreement; provided, that the Second Lien Agent and other Second Lien Claimholders may accept receipt of adequate protection payments to the extent provided for herein. (f) Terran PubCo will promptly notify Second Lien Agent of the Discharge of First Lien Obligations.

Who May Exercise Remedies. (a) Subject to subsections (bSections 3.1(b) and (c) belowf), until the last to occur of the Discharge of First Lien Nexstar Obligations and Discharge of First Lien Mission Obligations, the First Lien Claimholder Nexstar Claimholders and First Lien Mission Claimholders will have the exclusive right to (1) commence and maintain an Enforcement Action (including the rights to set set-off or credit bid their debt), (2) subject to Section 1.8, make determinations regarding the release or disposition of, or restrictions with respect to, the Collateral, and (3) otherwise enforce the rights and remedies of a secured creditor under the U.C.C. UCC and the Bankruptcy Laws of any applicable jurisdiction, so long as any Proceeds received by First Lien Nexstar Agent in excess of those necessary to achieve Discharge of First Lien Nexstar Obligations and by First Lien Mission Agent to achieve a Discharge of First Lien Mission Obligations are distributed in accordance with the UCC and applicable law, subject to the relative priorities described in Section 1.1 and the provisions of Section 4. (b) Notwithstanding the preceding section Section 3.1(a), Second Lien Claimholders may commence an Enforcement Action ) or exercise rights with respect to a Lien securing a Second Lien Obligation if (1) 180 days have elapsed since Second Lien Claimholders notified the First Lien Claimholder that the Second Lien Obligations were due in full as a result any other Section of acceleration or otherwise (the Standstill Period), (2) The First Lien Claimholder is not then diligently pursuing an Enforcement Action with respect to all or a material portion of the Collateral or diligently attempting to vacate any stay or prohibition against such exercise, (3) any acceleration of the Second Lien Obligations has not been rescinded, and (4) the applicable Grantor is not then a debtor in an Insolvency Proceeding. (c) Notwithstanding section 3.1(a)this Agreement, but subject to section Section 1.3, “First and Second Lien Collateral to Be Identical,” a Second Lien Claimholder may (1) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, composition or extension), and make other filings, arguments, arguments and motions, with respect to the Second Lien Obligations and the Collateral in any Insolvency Proceeding commenced by or against any Grantor, in each case in accordance with this Agreement; provided, that any such filings, arguments and motions are not adverse to the priority status in accordance with this Agreement of the Liens on the Collateral securing the First Lien Nexstar Obligations and the First Lien Mission Obligations or First Lien Nexstar Claimholders’ or First Lien Mission Claimholders’ rights to exercise remedies, (2) take action to create, perfect, preserve, preserve or protect its Lien on the Collateral; provided, so long as that any such actions are not adverse to the priority status in accordance with this Agreement of Liens on the Collateral securing the First Lien Nexstar Obligations or and the First Lien Claimholder’s Mission Obligations or First Lien Nexstar Claimholders’ or First Lien Mission Claimholders’ rights to exercise remedies, (3) file necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of a Second Lien Obligation or a Lien securing the Second Lien Obligation; provided, that any such filings and other actions are not adverse to the priority status in accordance with this Agreement of the Liens on the Collateral securing the First Lien Nexstar Obligations and the First Lien Mission Obligations or First Lien Nexstar Claimholders’ or First Lien Mission Claimholders’ rights to exercise remedies, (4) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien ClaimholderNexstar Agent or First Lien Mission Agent, to the extent that such action could not reasonably be expected to materially interfere materially with the Enforcement Action, but no Second Lien Claimholder may receive any Proceeds thereof unless expressly permitted herein, ; and (5) bid for or purchase Collateral at any public, private, private or judicial foreclosure upon such Collateral initiated by the any First Lien Nexstar Claimholder or First Lien Mission 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 Obligations unless the proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Nexstar Obligations and Discharge of First Lien Mission Obligations in their entirety. (c) Except as otherwise expressly set forth in this Section 3.1, Second Lien Claimholders may exercise any rights and remedies that could be exercised by an unsecured creditor other than initiating or joining in an involuntary case or proceeding under the Bankruptcy Code with respect to a Grantor against a Grantor that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Second Lien Documents and applicable law, provided that any judgment Lien or any distribution to unsecured creditors (to the extent such distribution includes Intended Collateral and Proceeds of Intended Collateral) obtained by a Second Lien Claimholder as a result of such exercise of rights will be included in the Second Lien Collateral and be subject to this Agreement for all purposes (including in relation to the First Lien Nexstar Obligations and First Lien Mission Obligations). (e) First Lien Nexstar Agent will promptly notify First Lien Mission Agent and Second Lien Agent of the Discharge of First Lien Nexstar Obligations and First Lien Mission Agent will promptly notify First Lien Nexstar Agent and Second Lien Agent of the Discharge of First Lien Mission Obligations. (f) First Lien Nexstar Agent shall have the exclusive right (acting on its own or through any agent (including Nexstar Control Agent) or any other Person who First Lien Nexstar Agent is authorized to act through pursuant to the First Lien Nexstar Loan Documents) to take any Enforcement Action pursuant to the First Lien Nexstar Collateral Documents. First Lien Mission Agent shall have the exclusive right (acting on its own or through any agent (including Mission Control Agent) or any other Person who First Lien Mission Agent is authorized to act through pursuant to the First Lien Mission Loan Documents) to take any Enforcement Action pursuant to the First Lien Mission Collateral Documents.

Who May Exercise Remedies. (ai) Subject to subsections subsection (b) and (cii) below, until the Discharge date on which all Senior Obligations shall have been paid in full, no Letters of First Lien ObligationsCredit shall be outstanding and the Commitments shall have been terminated, the First Lien Claimholder Senior Parties will have the exclusive right to: (1A) commence and maintain an Enforcement Action (including the or exercise rights with respect to set off or a Lien, credit bid their debt),, make any set-off, xxx or participate in any suit, action or proceeding to enforce payment or collection or enforce any redemption or mandatory prepayment obligation, or commence any judicial enforcement of rights and remedies; (2B) subject to Section 19 hereof and Section 10.10 and 11.5 of the Amended and Restated Credit Agreement, make determinations regarding the release or disposition Disposition of, or restrictions with respect to, the Collateral, ; and (3C) otherwise enforce the rights and remedies of a secured creditor under the U.C.C. UCC and the Bankruptcy Laws of any applicable jurisdiction. (bii) Notwithstanding the preceding section 3.1(aSection 10(a)(i), Second Lien Claimholders may commence an Enforcement Action or exercise rights with respect to a Lien securing a Second Lien Obligation ifSubordinated Party may: (1) 180 days have elapsed since Second Lien Claimholders notified the First Lien Claimholder that the Second Lien Obligations were due in full as a result of acceleration or otherwise (the Standstill Period), (2) The First Lien Claimholder is not then diligently pursuing an Enforcement Action with respect to all or a material portion of the Collateral or diligently attempting to vacate any stay or prohibition against such exercise, (3) any acceleration of the Second Lien Obligations has not been rescinded, and (4) the applicable Grantor is not then a debtor in an Insolvency Proceeding. (c) Notwithstanding section 3.1(a), but subject to section 1.3, “First and Second Lien Collateral to Be Identical,” a Second Lien Claimholder may (1A) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, composition or extension), and make other filings, arguments, arguments and motions, with respect to the Second Lien Subordinated Obligations and the Collateral in any Insolvency Proceeding commenced by or against any Grantor, in each case in accordance with this Amended and Restated Security Agreement,; (2B) take action to create, perfect, preserve, preserve or protect its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Amended and Restated Security Agreement of Liens on the Collateral securing the First Lien Senior Obligations or the First Lien Claimholder’s Senior Parties’ rights to exercise remedies,; (3C) file necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of a Second Lien Subordinated Obligation or a Lien securing the Second Lien Obligation,; and (4D) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien ClaimholderCollateral Agent on behalf of the Senior Parties, to the extent that such action could not reasonably be expected to materially interfere materially with the Enforcement Action, but no Second Lien Claimholder Subordinated Party may receive any Proceeds proceeds thereof unless expressly permitted herein, and. (5iii) bid Except as otherwise expressly set forth in this Section 10(a), Subordinated Parties may exercise rights and remedies as unsecured creditors, other than initiating or joining in an involuntary case or proceeding under the Bankruptcy Code with respect to a Grantor against a Grantor that has guaranteed or granted Liens to secure the Subordinated Obligations, in accordance with the terms of the Loan Documents and the Cash Management Bank Agreements, Commodity OTC Agreements or Financial Hedging Agreements to which the Subordinated Party is a party and applicable law; provided, that any judgment Lien obtained by a Subordinated Party as a result such exercise of rights will be included in the Collateral and be subject to this Amended and Restated Security Agreement for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by all purposes (including in relation to the 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 Obligations unless the proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Senior Obligations).

Who May Exercise Remedies. (ai) Subject to subsections subsection (b) and (cii) below, until the Discharge date on which all Senior Obligations shall have been paid in full, no Letters of First Lien ObligationsCredit shall be outstanding and the Commitments shall have been terminated, the First Lien Claimholder Senior Parties will have the exclusive right to: (1A) commence and maintain an Enforcement Action (including the or exercise rights with respect to set off or a Lien, credit bid their debt),, make any set-off, xxx or participate in any suit, action or proceeding to enforce payment or collection or enforce any redemption or mandatory prepayment obligation, or commence any judicial enforcement of rights and remedies; (2B) subject to Section 19 hereof and Section 10.10 and 11.5 of the Credit Agreement, make determinations regarding the release or disposition Disposition of, or restrictions with respect to, the Collateral, ; and (3C) otherwise enforce the rights and remedies of a secured creditor under the U.C.C. UCC and the Bankruptcy Laws of any applicable jurisdiction. (bii) Notwithstanding the preceding section 3.1(aSection 10(a)(i), Second Lien Claimholders may commence an Enforcement Action or exercise rights with respect to a Lien securing a Second Lien Obligation ifSubordinated Party may: (1) 180 days have elapsed since Second Lien Claimholders notified the First Lien Claimholder that the Second Lien Obligations were due in full as a result of acceleration or otherwise (the Standstill Period), (2) The First Lien Claimholder is not then diligently pursuing an Enforcement Action with respect to all or a material portion of the Collateral or diligently attempting to vacate any stay or prohibition against such exercise, (3) any acceleration of the Second Lien Obligations has not been rescinded, and (4) the applicable Grantor is not then a debtor in an Insolvency Proceeding. (c) Notwithstanding section 3.1(a), but subject to section 1.3, “First and Second Lien Collateral to Be Identical,” a Second Lien Claimholder may (1A) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, composition or extension), and make other filings, arguments, arguments and motions, with respect to the Second Lien Subordinated Obligations and the Collateral in any Insolvency Proceeding commenced by or against any Grantor, in each case in accordance with this Security Agreement,; (2B) take action to create, perfect, preserve, preserve or protect its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Security Agreement of Liens on the Collateral securing the First Lien Senior Obligations or the First Lien Claimholder’s Senior Parties’ rights to exercise remedies,; (3C) file necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of a Second Lien Subordinated Obligation or a Lien securing the Second Lien Obligation,; and (4D) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien ClaimholderAdministrative Agent on behalf of the Senior Parties, to the extent that such action could not reasonably be expected to materially interfere materially with the Enforcement Action, but no Second Lien Claimholder Subordinated Party may receive any Proceeds proceeds thereof unless expressly permitted herein, and. (5iii) bid Except as otherwise expressly set forth in this Section 10(a), Subordinated Parties may exercise rights and remedies as unsecured creditors, other than initiating or joining in an involuntary case or proceeding under the Bankruptcy Code with respect to a Grantor against a Grantor that has guaranteed or granted Liens to secure the Subordinated Obligations, in accordance with the terms of the Loan Documents and the Cash Management Bank Agreements, Commodity OTC Agreements or Financial Hedging Agreements to which the Subordinated Party is a party and applicable law; provided, that any judgment Lien obtained by a Subordinated Party as a result such exercise of rights will be included in the Collateral and be subject to this Security Agreement for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by all purposes (including in relation to the 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 Obligations unless the proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Senior Obligations).

Who May Exercise Remedies. (aA) Subject Following an acceleration of the Obligations in accordance with Section 8.02(b), subject to subsections subsection (b) and (cB) below, until the Discharge of First Lien ObligationsObligations and subject to applicable Law, the First Lien Claimholder Claimholders (acting collectively through the Administrative Agent to the extent required by Section 10.03) will have the exclusive right to: (1) commence and maintain an Enforcement Action (including the rights to set off or credit bid their debt), (2) subject to Section 10.14(a)(iii), make determinations regarding the release or disposition of, or restrictions with respect to, the Collateral, and (3) otherwise enforce the rights and remedies of a secured creditor under the U.C.C. and UCC, the Bankruptcy Debtor Relief Laws or any applicable Laws of any applicable jurisdiction, so long as any Proceeds received by the First Lien Claimholders in the aggregate in excess of those necessary to achieve the Discharge of First Lien Obligations are distributed in accordance with Section 8.03, except as otherwise required pursuant to the UCC and applicable Law, subject to the relative priorities described in Section 10.14(a). (bB) Notwithstanding the preceding section 3.1(aSection 10.14(b)(i)(A), Second Lien Claimholders (acting collectively through the Administrative Agent to the extent required by Section 10.03) may commence an Enforcement Action or exercise rights with respect to a Lien securing a Second Lien Obligation only if: (1) 180 one hundred eighty (180) days have elapsed since Second Lien Claimholders notified the First Lien Claimholder that the Second Lien Obligations were due in full as a result of acceleration or otherwise (such 180-day period, the “Standstill Period”), (2) The First Lien Claimholder is Claimholders (acting collectively through the Administrative Agent to the extent required by Section 10.03) are not then diligently pursuing an Enforcement Action with respect to all or a material portion of the Collateral or diligently attempting to vacate any stay or prohibition against such exercise, (3) any acceleration of the Second Lien Obligations has not been rescinded, and (4) the applicable Grantor no Loan Party is not then a debtor in an Insolvency Proceeding. (cC) Notwithstanding section 3.1(aSection 10.14(b)(i)(A), but subject to section 1.3Section 10.14(a), “First and the Second Lien Collateral Claimholders (acting collectively through the Administrative Agent to Be Identical,” a Second Lien Claimholder the extent required by Section 10.03) may (1) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, with respect to the Second Lien Obligations and the Collateral in any Insolvency Proceeding commenced by or against any GrantorLoan Party, in each case in accordance with this Agreement, (2) take action to create, perfect, preserve, or protect its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of Liens on the Collateral securing the First Lien Obligations or the First Lien Claimholder’s Claimholders’ rights to exercise remedies, (3) file necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of a Second Lien Obligation or a Lien securing the Second Lien ObligationObligations, (4) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien ClaimholderAdministrative Agent, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Claimholder may receive any Proceeds thereof unless expressly permitted herein, and, (5) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by the 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 Obligations unless the proceeds of such bid are otherwise sufficient to cause and do cause the Discharge of First Lien Obligations in their entirety, and (6) declare, permit or vote in favor of declaring the unpaid principal amount of the Term Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document in connection therewith to be immediately due and payable in accordance with Section 8.02(b) or the proviso to Section 8.02. (D) Notwithstanding any provision of this Agreement, Second Lien Claimholders (acting collectively through the Administrative Agent to the extent required by Section 10.03) may exercise any rights and remedies that could be exercised by an unsecured creditor (other than initiating or joining in an involuntary case or proceeding under the Bankruptcy Code with respect to a Loan Party) against a Loan Party that has guaranteed or granted Liens to secure the Second Lien Obligations in accordance with the terms of the Loan Documents and applicable Law, provided that any judgment Lien obtained by the Second Lien Claimholders (acting collectively through the Administrative Agent to the extent required by Section 10.03) as a result of such exercise of rights will be included in the Collateral and be subject to this Agreement for all purposes (including in relation to the First Lien Obligations). (E) Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, all rights and remedies under this Agreement and the other Loan Documents shall be exercised by the Administrative Agent either itself or, where applicable, acting at the direction of the Required Lenders, the Required Revolving Lenders or the Required Term Lenders, as the case may be, all consistent with, and subject to the express and limited exceptions contained in, the second paragraph of Section 10.03, and except as expressly provided for in the second paragraph of Section 10.03, to the maximum extent permitted by law, no First Lien Claimholder or Second Lien Claimholder shall have any individual right to enforce any of the rights and remedies hereunder or to take any Enforcement Action other than through the Administrative Agent in accordance with this Agreement.

Who May Exercise Remedies. (a) Subject to subsections (b) and (c) below, until Until the Discharge of First Lien Obligations, the First Lien Claimholder Secured Parties will have the exclusive right to, subject to Section 3.7(d) (Remedies Generally), instruct the First Lien Agent to: (1i) except as otherwise provided herein, enforce rights, exercise remedies and otherwise commence and maintain an Enforcement Action (including setoff and the rights right to set off or credit bid their debt),) without any consultation with or the consent of any Second Lien Secured Party; (2ii) make determinations regarding the release or disposition ofrelease, Disposition or restrictions with respect to, to the Collateral, First Lien Collateral without any consultation with or the consent of any Second Lien Secured Party; and (3iii) otherwise enforce the rights and remedies of a secured creditor under the U.C.C. UCC and the Bankruptcy Laws other applicable laws of any applicable jurisdiction, so long as any Proceeds received by the First Lien Agent and the other First Lien Secured Parties in the aggregate in excess of those necessary to achieve the Discharge of First Lien Obligations are distributed in accordance with Section 4.1 (Distribution Priorities – Inventory Collateral) or 4.2 (Distribution Priorities – ABL Loan Collateral), except as otherwise required pursuant to the UCC and other applicable law, subject in all cases to the relative priorities described in Section 2.1 (Priority Ranking of Liens). (b) Notwithstanding Until the preceding section 3.1(a)Discharge of First Lien Obligations, no Second Lien Claimholders may commence an Enforcement Action Secured Party will, or exercise rights will instruct the Second Lien Agent to: (i) contest, protest or object to any foreclosure proceeding or action brought with respect to a Lien securing a Second Lien Obligation if (1) 180 days have elapsed since Second Lien Claimholders notified the First Lien Claimholder that Collateral by the Second First Lien Agent in respect of the First Lien Obligations, the exercise of any right by the First Lien Agent in respect of the First Lien Obligations were due in full under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the First Lien Agent or any First Lien Secured Party either is a party or may have rights as a result third party beneficiary, or any other exercise by any such party of acceleration any rights and remedies relating to the First Lien Collateral under the First Lien Security Documents or otherwise (in respect of the Standstill Period),First Lien Collateral or the First Lien Obligations; (2ii) The take any action that would hinder any exercise of remedies undertaken by the First Lien Claimholder is not then diligently pursuing an Enforcement Action Agent or any First Lien Secured Party with respect to all the First Lien Collateral under the First Lien Security Documents, including any sale, lease, exchange, transfer or a material portion other disposition of the Collateral First Lien Collateral, whether by foreclosure or diligently attempting to vacate any stay or prohibition against such exercise,otherwise; or (3iii) object to the forbearance by the First Lien Agent or any acceleration First Lien Secured Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Second First Lien Obligations has not been rescinded, and (4) the applicable Grantor is not then a debtor Collateral in an Insolvency Proceedingrespect of First Lien Obligations. (c) Notwithstanding section 3.1(a), but subject to section 1.3, “First and Each Second Lien Collateral Secured Party hereby waives any and all rights it may have as a junior Lien creditor or otherwise to Be Identical,” a Second Lien Claimholder may (1) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, with respect object to the Second manner in which the First Lien Obligations and Agent or the Collateral in any Insolvency Proceeding commenced by First Lien Secured Parties seek to enforce or against any Grantor, in each case in accordance with this Agreement, (2) take action to create, perfect, preserve, or protect its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of Liens on the Collateral securing collect the First Lien Obligations or the Liens granted on any of the First Lien Claimholder’s rights Collateral, regardless of whether any action or failure to exercise remedies, (3) file necessary pleadings in opposition act by or on behalf of the First Lien Agent or any other First Lien Secured Party is adverse to a claim objecting to or otherwise seeking the disallowance interests of a Second Lien Obligation or a Lien securing the Second Lien Obligation, (4) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Claimholder, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Claimholder may receive any Proceeds thereof unless expressly permitted herein, and (5) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by the 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 Obligations unless the proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien ObligationsSecured Parties.

Who May Exercise Remedies. (a) Subject to subsections (b) and (c) below, until the Discharge of First Lien Obligations, Obligations up to the First Lien Claimholder Cap, First Lien Claimholders will have the exclusive right to: (1) commence and maintain an Enforcement Action (including the rights to set off or credit bid their debt), (2) subject to Section 2.10, make determinations regarding the release or disposition of, or restrictions with respect to, the Collateral, and (3) otherwise enforce the rights and remedies of a secured creditor under the U.C.C. and the Bankruptcy Laws of any applicable jurisdiction, so long as any Proceeds received by First Lien Agent and other First Lien Claimholders in the aggregate in excess of those necessary to achieve Discharge of First Lien Obligations up to the First Lien Cap are distributed in accordance with Section 5.1, except as otherwise required pursuant to the U.C.C. or other applicable law, subject to the relative priorities described in Section 2.1. (b) Notwithstanding the preceding section 3.1(aSection 4.1(a), Second Lien Claimholders may commence an Enforcement Action or exercise rights with respect to a Lien securing a Second Lien Obligation if: (1) 180 one hundred fifty (150) days have elapsed since Second Lien Claimholders Agent notified the First Lien Claimholder Agent that an event of default has occurred and is continuing under the Second Lien Obligations were due in full as a result of acceleration or otherwise Loan Documents (the "Standstill Period"), (2) The First Lien Claimholder is Claimholders are not then diligently pursuing an Enforcement Action with respect to all or a material portion of the Collateral or diligently attempting to vacate any stay or prohibition against such exercise, (3) any acceleration such event of default under the Second Lien Obligations Loan Documents has not been rescinded, andwaived, (4) the applicable Grantor is not then a debtor in an Insolvency Proceeding, and (5) the Second Lien Agent gives the First Lien Agent thirty days prior written notice of its intention to take such Enforcement Action; provided, however, that if the Second Lien Agent gives the First Lien Agent the notice described in clause (5) above within thirty days of the end of the Standstill Period, the Standstill Period shall be extended until the last day of the thirty day period referred to in such clause (5). (c) Notwithstanding section 3.1(aSection 4.1(a), but subject to section 1.3, “First and Second Lien Collateral to Be Identical,” a Second Lien Claimholder may: (1) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, with respect to the Second Lien Obligations and the Collateral in any Insolvency Proceeding commenced by or against any Grantor, in each case in accordance with this Agreement, (2) take action to create, perfect, preserve, or protect its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of Liens on the Collateral securing the First Lien Obligations or the First Lien Claimholder’s Claimholders' rights to exercise remedies, (3) file necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of a Second Lien Obligation or a Lien securing the Second Lien Obligation, (4) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Claimholder, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Claimholder may receive any Proceeds thereof unless expressly permitted herein, and (5) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by the 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 Obligations unless the proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations up to the First Lien Cap; and (5) accelerate the Second Lien Obligations. (d) Except as otherwise expressly set forth in this Section 4.1, Section 2.8(b) and Section 4.2(c), Second Lien Claimholders may exercise any rights and remedies that could be exercised by an unsecured creditor, provided that any judgment Lien obtained by a Second Lien Claimholder as a result of such exercise of rights will be included in the Second Lien Collateral and be subject to this Agreement for all purposes (including in relation to the First Lien Obligations).

Who May Exercise Remedies. (a) Subject to subsections (b) and (c) below, until the Discharge of First Lien Obligations, the First Lien Claimholder Claimholders will have the exclusive right to, and no Second Lien Claimholder will: (1i) commence and maintain an Enforcement Action (including the rights to set off or credit bid their debt), (2ii) subject to section 1.10, “Release of Liens,” make determinations regarding the release or disposition of, or restrictions with respect to, the Collateral, and (3iii) otherwise enforce the rights and remedies of a secured creditor under the U.C.C. and the Bankruptcy Laws of any applicable jurisdiction, so long as any Proceeds received by the First Lien Agents and other First Lien Claimholders in the aggregate in excess of those necessary to achieve Discharge of First Lien Obligations are distributed in accordance with Section 4.1, “Application of Proceeds,” except as otherwise required pursuant to the U.C.C. and applicable law, subject to the relative priorities described in section 1.1, “Seniority of Liens Securing First Lien Obligations.” (b) Notwithstanding the preceding section 3.1(a), Second Lien Claimholders may commence an Enforcement Action or exercise rights with respect to a Lien securing a Second Lien Obligation if: (1i) 180 120 days have elapsed since Second Lien Claimholders Agent notified the each First Lien Claimholder Agent that the Second Lien Obligations were due in full as a result of acceleration or otherwise (the “Standstill Period”), (2ii) The First Lien Claimholder is Claimholders are not then diligently pursuing an Enforcement Action with respect to all or a material portion of the Collateral or diligently attempting to vacate any stay or prohibition against such exercise, (3) , and any acceleration of the Second Lien Obligations has not been rescinded; provided that in the event that and for so long as the Second Lien Claimholders have commenced any actions to enforce their rights or exercise their remedies with respect to all or any material portion of the Collateral to the extent permitted hereunder and are diligently pursuing such actions (which actions shall include, for the avoidance of doubt, diligent pursuit of an orderly sale or disposition of all or substantially all of the stock of any Grantor in a manner consistent with the sale of such assets in the marketplace), the First Lien Claimholders shall not take any action with respect to such Collateral that is contrary to the actions being taken by the Second Lien Claimholders, and (4iii) the applicable no Grantor is not then a debtor in an Insolvency Proceeding. (c) Notwithstanding In addition, notwithstanding section 3.1(a), but subject to section 1.3, “First and Second Lien Collateral to Be Identical,” a Second Lien Claimholder may: (1i) file a proof one or more proofs of claim or statement statements of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, with respect to the Second Lien Obligations and the Collateral in any Insolvency Proceeding commenced by or against any Grantor, in each case in accordance with this Agreement, (2ii) take action to create, perfect, preserve, or protect its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of Liens on the Collateral securing the First Lien Obligations or the First Lien Claimholder’s Claimholders’ rights to exercise remedies, (3iii) file necessary any responsive or defensive pleadings in opposition to a claim any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of a the claims of the Second Lien Obligation Claimholders, including without limitation any claims secured by the Collateral or a otherwise make any arguments or file any motions pertaining to the Second Lien Obligations and Liens securing the Second Lien ObligationObligations, in each case, in accordance with the terms of this Agreement, (4iv) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien ClaimholderAuthorized Person, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Claimholder may receive any Proceeds thereof unless expressly permitted herein, and, (5v) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by the 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 Obligations unless the proceeds of such bid are otherwise also includes cash sufficient to cause the Discharge of First Lien Obligations, and/or (vi) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by this Agreement. (d) The Second Lien Claimholders shall have the right to exercise rights and remedies as unsecured creditors (other than initiating or joining in an involuntary case or proceeding under the Bankruptcy Code with respect to a Grantor) in accordance with the terms of the Second Lien Documents and applicable law so long as such rights and remedies do not violate, or are not in contravention of, any provision of this Agreement; provided, that in the event that any Second Lien Claimholder becomes a judgment Lien creditor in respect of Collateral as a result of its enforcement of its rights as an unsecured creditor with respect to the Second Lien Obligations, such judgment Lien (to the extent corresponding and applicable to such Collateral) shall be subject to the terms of this Agreement for all purposes (including in relation to the First Lien