Common use of Permitted Actions Clause in Contracts

Permitted Actions. Notwithstanding Section 3.1(a), a Second Lien Creditor may (a) 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 Obligor; (b) take action to create, perfect, preserve, or protect (but not enforce) 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 Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) 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; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, 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 net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurred.

Permitted Actions. Notwithstanding Section 3.1(a)anything to the contrary set forth in the Subordinated Debt Instrument or otherwise Debtor may pay, a Second Lien and Subordinated Creditor may receive, the Entire Subordinated Debt Instrument Balance, upon the earlier of (x) the sale of all or substantially all of the assets of Debtor, or (y) a change in the ownership of more than forty-nine percent (49%) of the issued and outstanding stock of Debtor; provided, however, that, no such amounts may be paid to Subordinated Creditor unless Senior Creditors have been paid in full all of the Senior Debt prior to the payment to Subordinated Creditor of the Entire Subordinated Debt Instrument Balance, or each of the following has occurred: (a) 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 event in clauses (x) or (y) of Section 3 above, Senior Creditors have waived in writing its requirement that the Collateral Senior Debt be paid in full as a result of the occurrence of any Insolvency Proceeding commenced by or against any Obligor; such event; (b) take action a recapitalization of Debtor has occurred in the amount of not less than the Entire Subordinated Debt Instrument Balance and upon terms satisfactory to create, perfect, preserve, or protect (but not enforce) 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 Senior Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; ; (c) file necessary pleadings in opposition to a claim objecting to no Debtor Relief Proceeding or otherwise seeking Senior Debt Payment Default shall have commenced and be continuing as of the disallowance date of a Second Lien Obligation or a Lien securing payment of the Second Lien Obligation; Entire Subordinated Debt Instrument Balance; (d) join no other Senior Debt Default shall have been declared by Senior Creditors in a written notice to Debtor (but which Senior Debt Default shall not exercise any control overhave been waived in writing) a judicial foreclosure or Lien enforcement proceeding with respect to as of the Collateral initiated by date of payment of the First Lien Agent, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted hereinEntire Subordinated Debt Instrument Balance; and (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon ten (10) business days prior to such Collateral initiated by any First Lien Creditor, 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 net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge payment of the First Lien ObligationsEntire Subordinated Debt Instrument Balance, Debtor shall have delivered to Senior Creditors financial statements for Debtor as of the last day of the immediately preceding calendar month, in each caseform and substance satisfactory to Senior Creditors, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance together with the provisions a certification of the Second Lien Documents; Chief Financial Officer of Debtor (which certification shall be true and (g) seek adequate protection during an Insolvency Proceeding to correct as of the extent expressly permitted by Section 6date thereof), in the case of confirming each of the matters set forth in clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein), (1b), (c) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2d) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredabove.

Permitted Actions. Notwithstanding Section 3.1(a(i) Without in any way limiting the generality of the foregoing paragraph (but subject to any rights of Grantors under the ABL Loan Documents and subject to the provisions of this Agreement), a Second Lien Creditor may (a) file a proof ABL Claimholders, ABL Agent and any of claim or statement of interestthem may, 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 Obligor; (b) take action to create, perfect, preserve, or protect (but not enforce) 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 Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) 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; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, 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 net cash Proceeds of such bid are otherwise sufficient time and from time to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations time in accordance with the provisions ABL Loan Documents and/or applicable law, without the consent of, or notice to, Term Agent or any Term Loan Claimholders, without incurring any liabilities to Term Agent or any Term Loan Claimholders and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of Term Agent or any Term Loan Claimholders is affected, impaired, or extinguished thereby) do any one or more of the Second following without the prior written consent of Term Agent: (1) Subject to Section 5.3(a), change the manner, place, or terms of payment or change or extend the time of payment of, or amend, renew, exchange, increase, or alter, the terms of any of the ABL Obligations or any Lien Documents; and on any ABL Collateral or guarantee thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (g) seek adequate protection during an Insolvency Proceeding including any increase in or extension of the ABL Obligations, without any restriction as to the extent expressly permitted tenor or terms of any such increase or extension) or otherwise amend, renew, exchange, extend, modify, or supplement in any manner any Liens held by Section 6ABL Agent or any ABL Claimholders, the ABL Obligations, or any of the ABL Loan Documents;; (2) sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and in any order any part of the case ABL Collateral or any liability of each any Grantor to ABL Claimholders or ABL Agent, or any liability incurred directly or indirectly in respect thereof; (3) settle or compromise any ABL Obligation or any other liability of clauses any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (a) through (gincluding the ABL Obligations) in a any manner not inconsistent or order; and (4) exercise or delay in or refrain from exercising any right or remedy against any Grantor or any other person, elect any remedy and otherwise deal freely with any Grantor or any ABL Collateral and any security and any guarantor or any liability of any ABL Grantor to ABL Claimholders or any liability incurred directly or indirectly in respect thereof. (ii) Without in any way limiting the other terms generality of the foregoing paragraph (but subject to any rights of Grantors under the Term Loan Documents and subject to the provisions of this Agreement. Except as expressly , Term Loan Claimholders, Term Agent and any of them may, at any time and from time to time in accordance with the Term Loan Documents and/or applicable law, without the consent of, or notice to, ABL Agent or any ABL Claimholders, without incurring any liabilities to ABL Agent or any ABL Claimholders and without impairing or releasing the Lien priorities and other benefits provided for hereinin this Agreement (even if any right of subrogation or other right or remedy of ABL Agent or any ABL Claimholders is affected, impaired, or extinguished thereby) do any one or more of the following without the prior written consent of ABL Agent: (1) no provision hereof shall be construed Subject to prohibit Section 5.3(b), change the manner, place, or terms of payment by a Borrower or change or extend the time of regularly scheduled principalpayment of, interest and other amounts owed or amend, renew, exchange, increase, or alter, the terms of any of the Term Loan Obligations or any Lien on any Term Loan Collateral or guarantee thereof or any liability of any Grantor, or any liability incurred directly or indirectly in respect thereof (including any increase in or extension of the Second Lien Obligations so long Term Loan Obligations, without any restriction as to the receipt thereof is not the direct tenor or indirect result terms of any Enforcement Actionsuch increase or extension) or otherwise amend, and renew, exchange, extend, modify, or supplement in any manner any Liens held by Term Agent or any Term Loan Claimholders, the Term Loan Obligations, or any of the Term Loan Documents; (2) unless sell, exchange, release, surrender, realize upon, enforce or otherwise deal with in any manner and until the Discharge in any order any part of the First Lien Obligations shall have occurredTerm Loan Collateral or any liability of any Grantor to Term Loan Claimholders or ABL Agent, or any liability incurred directly or indirectly in respect thereof; (3) settle or compromise any Term Loan Obligation or any other liability of any Grantor or any security therefor or any liability incurred directly or indirectly in respect thereof and apply any sums by whomsoever paid and however realized to any liability (including the sole Term Loan Obligations) in any manner or order; and (4) exercise or delay in or refrain from exercising any right or remedy against any Grantor or any other person, elect any remedy and otherwise deal freely with any Grantor or any Term Loan Collateral and any security and any guarantor or any liability of the Second Lien Creditors with any Grantor to Term Loan Claimholders or any liability incurred directly or indirectly in respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurred.

Permitted Actions. Notwithstanding Anything to the contrary in this Section 3.1(a)3 notwithstanding, a Second Lien Creditor may each of Notes Agent and ABL Agent may: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote interest with respect to accept its Collateral or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, otherwise with respect to the Second Lien Notes Obligations and or the Collateral in ABL Obligations, as the case may be, or otherwise file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of such Grantor arising under any Insolvency Proceeding commenced by or against any Obligor; applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (including the Bankruptcy Laws); (b) take any action to create, perfect, preserve, or protect (but not enforce) its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of the Liens on the Collateral securing of the First Lien Obligations other, or the First rights of the other Agent or any Claimholders to Exercise any Secured Creditor Remedies) in order to create or perfect its Lien Creditors’ rights in and to exercise remedies or otherwise not in accordance with this Agreement; the Collateral; (c) file any necessary 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 or subordination of a Second Lien Obligation its claims or a Lien securing the Second Lien Obligation; claims of its Claimholders, or the avoidance of its Liens; (d) object to any proposed acceptance of (i) in the case of Notes Agent, ABL Priority Collateral by an ABL Claimholder pursuant to Section 9-620 of the UCC and (ii) in the case of ABL Agent, Notes Priority Collateral by a Notes Claimholder pursuant to Section 9-620 of the UCC; (e) make any arguments and motions that are, in each case, in accordance with the terms of this Agreement; (f) vote on any plan of reorganization in accordance with the terms of this Agreement; (g) join (but not exercise any control overwith respect to) a any judicial foreclosure proceeding or Lien other judicial lien enforcement proceeding with respect to the Priority Collateral of the other Agent initiated by the First Lien Agent, such other Agent to the extent that any such action could not reasonably be expected expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere materially with the Enforcement ActionExercise of Secured Creditor Remedies by such other Agent (it being understood that, but no Second Lien Creditor may (i) with respect to ABL Priority Collateral, neither Notes Agent nor any other Notes Claimholder shall be entitled to receive any Proceeds proceeds thereof unless otherwise expressly permitted herein and (ii) with respect to Notes Priority Collateral, neither ABL Agent nor any other ABL Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and (eh) bid for or purchase Collateral at take any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” action described in respect of any Second Lien Obligations unless the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (ai) through (gviii) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result definition of any Enforcement Action, and (2) unless and until the Discharge Exercise of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredSecured Creditor Remedies.

Permitted Actions. Notwithstanding Section 3.1(a)3.1, a Second Lien Creditor may (a) subject to Section 6 (including Section 6.9), 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 Second Lien Collateral in any Insolvency Proceeding commenced by by, or against any Obligor; (b) take action to create, perfect, preserve, preserve or protect (but not enforce) its Lien on the Second Lien Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of Liens on the First Lien Collateral securing the First Lien Obligations or the First Lien Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) file necessary pleadings in opposition to a claim objecting to to, or otherwise seeking the disallowance of a Second Lien Obligation or a Lien securing the Second Lien Obligation; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Shared Collateral initiated by the Designated First Lien AgentRepresentative, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Shared Collateral at any public, private, private or judicial foreclosure upon such Shared Collateral initiated by any First Lien Creditor, Creditor or any sale of Shared Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations to occur and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations subject to Section 6.2(b)(ii) after the commencement of an Insolvency Proceeding and otherwise in accordance a manner not inconsistent with the provisions other terms of this Agreement, inspect or appraise the Shared Collateral (and to engage or retain investment bankers or appraisers for the sole purposes of appraising or valuing the Shared Collateral) or request information or reports concerning the Shared Collateral, in each case pursuant to the terms of the Second Lien DocumentsDocuments and applicable law; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 66 (including Section 6.3), (h) accelerate the Second Lien Obligations upon the occurrence of a Insolvency Proceeding or similar action; (i) commence any legal action against any Loan Party seeking specific performance in accordance with Section 9.16 to compel such Loan Party to comply with an obligation (other than any payment obligation) under the Second Lien Documents, and (j) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period to the extent permitted by Section 3.1, in the case of each of clauses (a) through (gj) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed Prior to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurredObligations, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurred.

Permitted Actions. Notwithstanding Section 3.1(a)2(g) shall not be construed to limit or impair in any way the right of: (i) any Secured Creditor to bid for or purchase Collateral at any public, a Second Lien private or judicial foreclosure upon such Collateral initiated by any Secured Creditor may provided that the Junior Lender shall not be permitted to credit bid on any Collateral at any public, private or judicial foreclosure sale unless such credit bid shall include cash in an amount sufficient to cause the Senior Obligations (aother than Excess Senior Obligations) file a proof of claim to be immediately Paid in Full, (ii) any Secured Creditor to join (but not control) any foreclosure 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, judicial lien enforcement proceeding with respect to the Second Collateral initiated by another Secured Creditor for the sole purpose of protecting such Secured Creditor's Lien Obligations and on the Collateral in Collateral, so long as it does not materially delay or interfere with the exercise by such other Secured Creditor of its rights under this Agreement, the respective loan documents or applicable law, (iii) any Insolvency Proceeding commenced by or against Secured Creditor to take any Obligor; Debt Action, (biv) any Secured Creditor to take action to create, perfect, preserve, preserve or protect (but not enforce) its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of the Liens on the Collateral securing the First Lien Obligations or the First Lien Creditors’ rights set forth in this Agreement, (v) any Secured Creditor to exercise remedies or otherwise not rights as an unsecured creditor in accordance with this Agreement; Section 4(i) hereof, provided that the Junior Lender shall not directly or indirectly participate or join in the commencement of any Insolvency Proceeding, (cvi) file necessary pleadings in opposition the Junior Lender to a claim objecting to or otherwise seeking the disallowance of a Second Lien Obligation or a Lien securing the Second Lien Obligation; (d) join (but not exercise make any control over) a judicial foreclosure or Lien enforcement proceeding filings and make any arguments and motions with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, 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 net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Junior Obligations and are applied to cause the Discharge of the First Lien ObligationsCollateral that are, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided , or (vii) the Junior Lender to receive any remaining proceeds of Collateral for herein, (1) no provision hereof shall be construed application to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed Junior Obligations after Payment in respect Full of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredSenior Obligations.

Permitted Actions. Notwithstanding Section 3.1(a), a Second Lien Creditor may (a) file a proof of claim 3.1 shall not be construed to limit 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 impair in any Insolvency Proceeding commenced way the right of: (i) any Secured Creditor to bid for or purchase Collateral at any private or judicial foreclosure upon such Collateral initiated by or against any ObligorSecured Creditor; (bii) take action any Secured Creditor to create, perfect, preserve, or protect (but not enforce) 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 Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) 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; (d) join (but not exercise control) any control over) a judicial foreclosure or Lien other judicial lien enforcement proceeding with respect to the Collateral initiated by another Secured Creditor for the sole purpose of protecting such Secured Creditor’s Lien on the Collateral, so long as it does not delay or interfere with the exercise by such other Secured Creditor of its rights under this Agreement, the Documents and under applicable law; and (iii) the Second Lien Lenders to receive any remaining proceeds of Collateral after the First Lien AgentObligations have been Paid in Full. In addition: (a) in any Insolvency Proceeding, the Second Lien Creditors may file a claim, proof of claim, or statement of interest with respect to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; Obligations, (eb) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any the Second Lien Obligations unless Collateral Agent may take any action (not adverse to the net cash Proceeds of such bid are otherwise sufficient to cause Liens on the Discharge of First Lien Obligations and are applied to cause the Discharge of Collateral securing the First Lien Obligations, or the rights of the First Lien Collateral Agent or the First Lien Creditors to exercise remedies in respect thereof) in order to preserve or protect its Lien on the Collateral, (c) the Second Lien Creditors shall be entitled to 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 Creditors, including without limitation any claims secured by the Collateral, if any, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations case in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (d) in any Insolvency Proceeding, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Obligors arising under either the Bankruptcy Code or applicable nonbankruptcy law, in each case in accordance with respect to the Collateral is to hold a lien on the Collateral pursuant to terms of this Agreement, and (e) in any Insolvency Proceeding, the Second Lien Collateral Documents for the period and Creditors shall be entitled to vote on any plan of reorganization, but only to the extent granted therein and to receive a share of consistent with the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredprovisions hereof.

Permitted Actions. Notwithstanding Section 3.1(a), a Second Lien Creditor may (a) 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 Obligor; (b) take action to create, perfect, preserve, or protect (but not enforce) 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 Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) 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; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no the Second Lien Creditor may not receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, 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 net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors Creditor with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurred.

Permitted Actions. Notwithstanding Anything to the contrary in this Section 3.1(a)3 notwithstanding, a Second Lien Creditor may any Claimholder may: (a) 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 if an Insolvency Proceeding has been commenced by or against any Obligor; Grantor, file a claim or statement of interest with respect to (i) in the case of an ABL Claimholder, the ABL Debt, and (ii) in the case of a Term Loan Claimholder, the Term Loan Debt, and in each case the Collateral securing such Debt; (b) take any action to create, perfect, preserve, or protect (but not enforce) its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of the Liens on the Priority Collateral securing held by the First Lien Obligations Priority Agent with respect thereto, or the First rights of the Priority Agent or any other Priority Claimholder to undertake Enforcement Actions with respect thereto) in order to create or perfect its Lien Creditors’ rights in and to exercise remedies or otherwise not in accordance with this Agreement; the Collateral; (c) file any necessary 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 the claims of (i) in the case of a Second Lien Obligation claim of an ABL Claimholder, the ABL Claimholders, or (ii) in the case of a Lien securing claim of a Term Loan Claimholder, the Second Lien Obligation; Term Loan Claimholders, in each case including any claims secured by the Collateral, if any; (d) vote on any plan of reorganization and make any filings and motions that are, in each case, not in contravention of the provisions of this Agreement, with respect to (i) in the case of an ABL Claimholder, the ABL Debt, and (ii) in the case of a Term Loan Claimholder, the Term Loan Debt, and (in each case) the Collateral; (e) join (but not exercise any control overwith respect to) a any judicial foreclosure proceeding or Lien other judicial lien enforcement proceeding with respect to the Priority Collateral of the Priority Agent initiated by the First Lien Agent, such Priority Agent to the extent that any such action could not reasonably be expected expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere materially with an Enforcement Action by such Priority Agent (it being understood that neither the Enforcement Action, but no Second Lien Creditor may Junior Agent nor any Junior Claimholder shall be entitled to receive any Proceeds thereof proceeds from the Priority Collateral unless otherwise expressly permitted herein; (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, 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 net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; ); (f) accelerate take any Second Lien Obligations action described in accordance with clauses (i) through (viii) in the provisions proviso to the definition of the Second Lien DocumentsEnforcement Action; and and (g) seek adequate protection during an Insolvency Proceeding exercise rights and remedies as unsecured creditors to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurred3.7.

Permitted Actions. Notwithstanding Anything to the contrary in this Section 3.1(a)3 notwithstanding, a Second Lien Creditor may each of Notes Agent and ABL Agent may: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote interest with respect to accept its Collateral or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, otherwise with respect to the Second Lien Notes Obligations and or the Collateral in ABL Obligations, as the case may be, or otherwise file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of such Grantor arising under any Insolvency Proceeding commenced by or against any Obligor; applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (including the Bankruptcy Laws); (b) take any action to create, perfect, preserve, or protect (but not enforce) its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of the Liens on the Collateral securing of the First Lien Obligations other, or the First rights of the other Agent or any Claimholders to Exercise any Secured Creditor Remedies) in order to create or perfect its Lien Creditors’ rights in and to exercise remedies or otherwise not in accordance with this Agreement; the Collateral; (c) file any necessary 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 or subordination of a Second Lien Obligation its claims or a Lien securing the Second Lien Obligation; claims of its Claimholders, or the avoidance of its Liens; (d) object to any proposed acceptance of, in the case of Notes Agent, ABL Priority Collateral by an ABL Claimholder pursuant to Section 9-620 of the UCC; (e) make any arguments and motions that are, in each case, in accordance with the terms of this Agreement; (f) vote on any plan of reorganization in accordance with the terms of this Agreement; (g) the Notes Agent may join (but not exercise any control overwith respect to) a any judicial foreclosure proceeding or Lien other judicial lien enforcement proceeding with respect to the ABL Priority Collateral initiated by the First Lien Agent, ABL Agent to the extent that any such action could not reasonably be expected expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere materially with the Enforcement ActionExercise of Secured Creditor Remedies by such ABL Agent (it being understood that, but no Second Lien Creditor may (i) with respect to ABL Priority Collateral, neither Notes Agent nor any other Notes Claimholder shall be entitled to receive any Proceeds proceeds thereof unless otherwise expressly permitted herein and (ii) with respect to Notes Priority Collateral, neither ABL Agent nor any other ABL Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and (eh) bid for or purchase Collateral at take any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” action described in respect of any Second Lien Obligations unless the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (ai) through (gviii) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result definition of any Enforcement Action, and (2) unless and until the Discharge Exercise of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredSecured Creditor Remedies.

Permitted Actions. Notwithstanding Section 3.1(a)anything in this Agreement, a Second Lien Creditor nothing shall prevent either eCobalt or Jervois, as the case may be, their Subsidiaries or Representatives or their board of directors from, at any time prior to the date that eCobalt Shareholder Approval or Jervois Shareholder Approval, as applicable, is obtained: (a) file complying with the obligations of such board of directors under applicable securities Law to prepare and deliver a proof of claim or statement of interest, vote on directors’ circular in response to 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 Obligor; takeover bid; (b) take action provided eCobalt or Jervois, as the case may be, has complied with Section 6.1, considering, engaging and participating in discussions or negotiations and entering into confidentiality agreements and providing information to, in each case notwithstanding Section 6.1 and in compliance with Section 6.3, regarding a bona fide written Acquisition Proposal that the board of directors of such party has determined by formal resolution, in good faith and after receiving confirmation in support of the board’s determination from its financial advisors and outside legal counsel, that such Acquisition Proposal could reasonably be expected, if consummated, to createresult in a Superior Proposal; (c) failing to recommend (in the case of eCobalt, perfectto the eCobalt Shareholders and in the case of Jervois, preserveto the Jervois Shareholders) the matters to be approved by the eCobalt Shareholders or the Jervois Shareholders at the respective eCobalt Special Meeting or Jervois Special Meeting in connection with the Transactions or withdrawing, amending, modifying or protect (but not enforce) its Lien on the Collateralqualifying such recommendation, so long as such actions are not in a manner adverse to the priority status other party, or failing to reaffirm such recommendation, within five business days after having been requested in writing by the other party to do so, in a manner adverse to the other party (a “Change of Recommendation”) if, in the good faith judgment of its board of directors, after consultation with legal counsel, the failure to take such action would be inconsistent with such board of directors’ exercise of fiduciary duties or such action or disclosure is 38970304_4|NATDOCS otherwise required by applicable Law; provided that, for greater certainty, in the event of a Change of Recommendation by either eCobalt or Jervois, as applicable, and a termination by the other party of this Agreement in accordance with this Agreement Sections 7.1(c)(vii) or 7.1(b)(vii), as the case may be, such party effecting the Change of Liens on Recommendation shall pay the Collateral securing the First Lien Obligations Termination Fee as required by Section 8.1(a)(ii) or the First Lien Creditors’ rights to exercise remedies or otherwise not Section 8.2(a)(ii), as applicable. The board of directors of eCobalt shall not, except in accordance compliance with this Agreement; (c) file necessary pleadings in opposition to a claim objecting to Section 6.4 and Sections 6.5 and 6.6 enter into any other agreement, arrangement or otherwise seeking the disallowance of a Second Lien Obligation or a Lien securing the Second Lien Obligation; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” understanding in respect of any Second Lien Obligations unless the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredAcquisition Proposal.

Permitted Actions. Notwithstanding Section 3.1(a)Nothing in this Agreement will prohibit or restrict any member of the ▇▇▇▇▇▇▇ Group from, a Second Lien Creditor may but subject to paragraph 9: (a) file a proof communicating privately with the Board or the Company’s Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, General Counsel, Head of claim Investor Relations and financial or statement legal advisors that have been identified by one 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 the foregoing to the Second Lien Obligations ▇▇▇▇▇▇▇ Parties as appropriate contacts and, to the extent that the specific meeting or communication is approved in writing in advance and coordinated by the Collateral in any Insolvency Proceeding commenced by or against any Obligor; (b) take action to createCompany’s General Counsel, perfect, preserve, or protect (but not enforce) its Lien on other personnel of the CollateralCompany, 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 Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) 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; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could communications would not reasonably be expected to interfere materially require any public disclosure of such communications or the content thereof; (b) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over such member of the Enforcement Action▇▇▇▇▇▇▇ Group (so long as such requirement did not arise as a result of a breach by a Restricted Person of this Agreement); (c) privately communicating to any of their investors non-confidential information regarding the Company, but no Second Lien Creditor may receive only if such communications are subject to reasonable confidentiality obligations and are not otherwise reasonably expected to be publicly disclosed; (d) making any Proceeds thereof unless expressly permitted hereinpublic or private statement or announcement with respect to any Extraordinary Transaction that is an acquisition by the Company of another Person, or the issuance by the Company of its equity securities, where the aggregate consideration payable by the Company or the proceeds to the Company of such issuance, exceeds $4 billion; (e) bid for granting any liens or purchase Collateral at encumbrances on any publicclaims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, private, which lien or judicial foreclosure encumbrance is released upon such Collateral initiated by any First Lien Creditor, 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 net cash Proceeds transfer of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations claims or interests in accordance with the provisions terms of the Second Lien Documentscustody or prime brokerage agreement(s), as applicable; and or (gf) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6negotiating, evaluating and/or trading, directly or indirectly, in any index, exchange traded fund, benchmark or other basket of securities which may contain or otherwise reflect the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for hereinperformance of, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect any securities of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredCompany.

Permitted Actions. Notwithstanding Section 3.1(a), a Second Lien Creditor may It is expressly declared as follows: (a) file a proof the Collateral Agent may in relation to any of claim the Credit Documents act on the advice or statement opinion of interestor any information obtained from any lawyer, vote on a plan of reorganization accountant, consultant, banker or any other expert with relevant experience, whether obtained by the Company, the Collateral Agent, any Secured Creditor or otherwise, and shall not be responsible for any loss resulting from so acting; (including a vote b) the Collateral Agent shall be at liberty to accept as sufficient evidence of any act or reject matter a plan certificate signed by any authorized directors of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, with respect to the Second Lien Obligations Company and the Collateral Agent shall not be bound in any Insolvency Proceeding commenced by such case to call for further evidence or against be responsible for any Obligor; (b) take action to create, perfect, preserve, or protect (but not enforce) 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 loss that may result from the Collateral securing Agent acting on such certificate, unless it ought reasonably in the First Lien Obligations or circumstances to have known that the First Lien Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; certificate of the Company was incorrect; (c) file necessary pleadings in opposition the Collateral Agent shall be at liberty to a claim objecting hold or to place this Agreement, any Security Documents, any relevant document of title to any Shared Collateral and any other documents relating thereto with any bank or otherwise seeking company whose business includes undertaking the disallowance safe custody of a Second Lien Obligation documents or a Lien securing any firm of lawyers considered by the Second Lien Obligation; Collateral Agent to be of good reputation; (d) join the Collateral Agent shall not be bound to take any steps to ascertain whether any event has occurred as a result of which the Shared Collateral may become enforceable and, until a Responsible Officer of the Collateral Agent has actual knowledge or actual notice from any of the Secured Creditors or the Company to the contrary, the Collateral Agent shall be entitled to assume that no such event has occurred and that each of Secured Creditors and the Company are observing and performing al the obligations on their part contained in the Credit Documents; (but e) without prejudice to their right of indemnity given by law, the Collateral Agent and every attorney, manager, agent, delegate or other person properly appointed by them hereunder is hereby indemnified by the Company against all liabilities and expenses properly and reasonably incurred by them in the exercise or enforcement of any rights, powers, authorities, or discretion vested in them under or pursuant to this Agreement and against all actions, proceedings, costs, claims and demands in respect to any matter or thing done or omitted in any way relating to the Credit Documents except for liabilities and expenses resulting from the gross negligence or willful misconduct of the Collateral Agent. The Collateral Agent may, in priority to any payment to the Secured Creditors, retain and pay out of any moneys of the Company in its hands pursuant to the Credit Documents the amount of any such liabilities and expenses. The obligations of the Company under this Subsection shall survive the termination of this Agreement and the resignation and removal of the Collateral Agent; (f) no provision of this Agreement or any Security Document shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not exercise any control overreasonably assured to it; and (g) a judicial foreclosure or Lien enforcement proceeding with respect the Collateral Agent may, for purposes of determining Total Secured Indebtedness and the amount of Indebtedness held by each Secured Party, rely on certificates presented to the Collateral initiated Agent by the First Lien Thai Facility Agent, as to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, 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 net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding indebtedness owed to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurredThai Lenders, the sole right of the Second Lien Creditors with respect Trustees, as to indebtedness owed to the Collateral is to hold a lien on Senior Mortgage Note Holders, the Collateral pursuant to Senior Subordinated Mortgage Note Holders and the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share holders of the Proceeds thereofDebentures, if any, after the Discharge of the First Lien Obligations shall have occurredrespectively.

Permitted Actions. Notwithstanding Section 3.1(a), a Second Lien Creditor may 3.1 shall not be construed to limit or impair in any way the right of: (a) file a proof any Secured Creditor to commence or continue any Specific Performance Action (but all Secured Creditors shall cooperate with each other in respect 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 extensionall Specific Performance Actions pursued), and make other filings(b) any Secured Creditor to bid for or purchase Collateral at any private or judicial foreclosure upon such Collateral initiated by any Secured Creditor, arguments(provided, and motions, with that such bid may not include a "credit bid" in respect to the of any Second Lien Obligations and or Third Lien Obligations unless the Collateral proceeds of such bid are otherwise sufficient to cause the Payment in any Insolvency Proceeding commenced Full of the Obligations held by or against any Obligor; (b) take action to create, perfect, preserve, or protect (but not enforce) its Lien on the Collateral, so long as such actions all Secured Creditors that are not adverse to the senior in priority status in accordance with this Agreement of Liens on the Collateral securing the First Lien Obligations or the First Lien Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; hereunder), (c) file necessary pleadings in opposition any Secured Creditor to a claim objecting to or otherwise seeking the disallowance of a Second Lien Obligation or a Lien securing the Second Lien Obligation; (d) join (but not exercise control) any control over) a judicial foreclosure or Lien other judicial lien enforcement proceeding with respect to the Collateral initiated by another Secured Creditor for the First sole purpose of protecting such Secured Creditor’s Lien Agenton the Collateral, to the extent that such action could so long as it does not reasonably be expected to delay or interfere materially with the Enforcement Actionexercise by such other Secured Creditor of its rights under this Agreement, but no Second Lien the Documents and under applicable law; (d) any Secured Creditor may receive to file a claim or statement of interest in any Proceeds thereof unless expressly permitted hereinInsolvency Proceeding); (e) bid for any Secured Creditor to take action to create, perfect or purchase maintain the perfection of its Lien on the Collateral at (so long as such action is not adverse to the priority hereunder of any public, private, other Secured Creditor’s Lien or judicial foreclosure upon the rights hereunder of any Secured Creditor to take Collateral Enforcement Action; (f) any Secured Creditor to file any pleadings to oppose any claim or action that objects to or seeks to disallow such Secured Creditor’s Lien or Obligations; (g) any Secured Creditor to vote on any plan of reorganization; (h) the Second Lien Creditors to receive any remaining proceeds of Collateral initiated by any after the First Lien Creditor, or Obligations have been Paid in Full and (i) the Third Lien Creditors to receive any sale remaining proceeds of Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless after the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations have been Paid in Full. Any proceeds of Collateral received in connection with any such Collateral Enforcement Action permitted under this Section 3.3 shall be applied in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms 2 of this Agreement. Except as expressly provided for hereinspecifically set forth in Sections 3.1, (1) no provision hereof nothing in this Agreement shall be construed to prohibit the payment receipt by a Borrower the Credit Agreement Agent or any Third Lien Creditor of regularly scheduled principalthe required payments of interest, interest principal and other amounts owed in respect of the Second Third Lien Obligations so long as the such receipt thereof is not the direct or indirect result of the exercise by the Credit Agreement Agent or any Enforcement Action, and Third Lien Creditor (2or the Collateral Agent on their behalf) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors rights or remedies as a secured creditor with respect to the Collateral is to hold a lien (including set-off and recoupment) or enforcement in contravention of this Agreement of any Lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share held by any of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredthem.

Permitted Actions. Notwithstanding Section 3.1(aIn the event that after the date of this Agreement, the Company receives a bona fide, unsolicited Takeover Proposal, subject to the last paragraph of this SECTION 8.1(b), a Second Lien Creditor may (a) file a proof of claim or statement of interest, vote on a plan of reorganization the Company (including a vote to accept or reject a plan the Company's Board of partial or complete liquidationDirectors and the Company's Representatives, reorganizationemployees and agents, arrangement, composition, or extensionfor purposes of this SECTION 8.1) may engage in the applicable activities set forth in SECTIONS 8.1(a)(ii), 8.1(a)(iii), 8.1(a)(iv) and/or 8.1(a)(v) above (excluding taking the Takeover Proposal to the Company's stockholders - collectively, the "NEGOTIATION ACTIVITIES") as applicable and make only as specifically permitted herein, including furnishing information to such third party, all within the following framework: (i) the Company's Board of Directors shall have a 15 calendar day period following receipt by the Company of any such bona fide, unsolicited Takeover Proposal (the "INITIAL CONSIDERATION PERIOD") in which to engage in the actions permitted in SECTIONS 8.1(a)(iv) and 8.1(a)(v) (other filingsthan taking the Takeover Proposal to the Company's stockholders for approval) in order to determine if such Takeover Proposal constitutes a Superior Proposal; PROVIDED, argumentsHOWEVER, and motions, that with respect to the Second Lien Obligations activities set forth in SECTION 8.1(a)(iv), the Company may perform such activities only to determine whether or not such Takeover Proposal is a Superior Proposal, and the Collateral shall not directly or indirectly participate in any Insolvency Proceeding commenced by or against any Obligor; (b) take action to create, perfect, preserve, or protect (but not enforce) 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 Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) 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; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding negotiations with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could not reasonably be expected to interfere materially Takeover Proposal with the Enforcement ActionPerson who has made such Takeover Proposal or such Person's representatives, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; employees or agents (ethe "OFFEROR") bid for or purchase Collateral at any publicduring the Initial Consideration Period, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, 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 net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge Company's Board of Directors determines that such Takeover Proposal constitutes a Superior Proposal, as set forth below; (ii) if within the First Lien Obligations Initial Consideration Period as provided above, the Company's Board of Directors, in good faith exercise of its fiduciary duties to the Company's stockholders, determines by resolution that such Takeover Proposal constitutes a Superior Proposal, then the Company's Board of Directors shall have occurred, a 15 calendar day period following the sole right day on which the Company's Board of Directors makes such determination (the Second Lien Creditors "NEGOTIATION PERIOD") in which to engage in the Negotiation Activities in order to negotiate and enter into a definitive agreement with respect to such Superior Proposal. (iii) Upon determination that a Takeover Proposal constitutes a Superior Proposal as set forth above, then the Collateral is to hold a lien on the Collateral Company shall so notify EarthLink pursuant to SECTION 8.1(c) hereof and EarthLink may in its discretion terminate this Agreement and abandon the Second Lien Collateral Documents Merger at any time during the Negotiation Period, but only if done so prior to receiving written notification by the Company that it has formally terminated negotiations with such Offeror, PROVIDED, HOWEVER, that notwithstanding any other provision of this Agreement, the Company shall not be required to pay the Company Termination Fee (including, without limitation, any fees or expenses of EarthLink) pursuant to SECTION 8.3 and SECTION 7.1(c)(vii) upon any such termination and abandonment by EarthLink; (iv) if the Company does not enter into a definitive agreement with respect to such Superior Proposal within the Negotiation Period, the Company shall promptly reject and shall be deemed to have rejected such Superior Proposal and shall fully terminate and abandon its negotiations and discussions with such Offeror (a "TERMINATED SUPERIOR PROPOSAL)"); (v) if, after a Terminated Superior Proposal, the Company subsequently receives another bona fide, unsolicited Takeover Proposal from the same Offeror after the end of the Negotiation Period (a "SUBSEQUENT PROPOSAL"), and the Company's Board of Directors, in good faith exercise of its fiduciary duties to the Company's stockholders, determines by vote or resolution that such Subsequent Proposal is materially more favorable to the Company's stockholders from a financial point of view than such Offeror's prior Superior Proposal (a "SUBSEQUENT SUPERIOR PROPOSAL"), then the Company shall have a second 15 calendar day period following the day on which the Company's Board of Directors makes such determination (the "SUBSEQUENT NEGOTIATION PERIOD") in which to engage in the Negotiation Activities and enter into a definitive agreement with respect to such Subsequent Superior Proposal; (vi) Upon such determination by the Company's Board of Directors that a Subsequent Proposal constitutes a Subsequent Superior Proposal, then the Company shall so notify EarthLink pursuant to SECTION 8.1(C) hereof and EarthLink may in its discretion terminate this Agreement and abandon the Merger at any time during the Subsequent Negotiation Period, but only if done so prior to receiving written notification by the Company that it has formally terminated negotiations with such Offeror, PROVIDED, HOWEVER, that the Company shall be required to pay the Company Termination Fee (including, without limitation, all fees or expenses of EarthLink) pursuant to SECTION 8.3 and SECTION 7.1(c)(viii) upon any such termination and abandonment by EarthLink; and (vii) if the Company does not enter into a definitive agreement with respect to such Subsequent Superior Proposal within the Subsequent Negotiation Period, the Company and its Board of Directors shall promptly reject and shall be deemed to have rejected such Subsequent Superior Proposal and shall fully terminate and abandon its negotiations and discussions with such Offeror (a "TERMINATED SUBSEQUENT PROPOSAL"); PROVIDED, that the Company and its Representatives may engage in the activities set forth in SECTIONS 8.1(a)(ii), 8.1(a)(iii), 8.1(a)(iv) and/or 8.1(a)(v) as applicable and as specifically permitted in this SECTION 8.1(b) only if (i) the Board of Directors of the Company determines in its good faith judgment, after consultation with outside legal counsel of the Company, that such action or activity is reasonably necessary in order for the period and Board of Directors of the Company to comply with its fiduciary duties under applicable law, (II) the Company has received from such third party Offeror an executed confidentiality agreement with terms regarding confidentiality not less favorable to the extent granted therein Company than those contained in the Confidentiality Agreement with EarthLink, and to receive a share (III) the Company has fully and completely complied with all other provisions of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredSECTION 8.1.

Permitted Actions. (a) Notwithstanding Section 3.1(a), and subject to Section 2.1, a Second Lien Term Loan Creditor may (a) file a proof of claim or statement of interest, vote vote, subject to Section 6.9, 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 Term Loan Obligations and the Term Loan Priority Collateral in any Insolvency Proceeding commenced by or against any Obligor; (b) take action to create, perfect, preserve, or protect (but not enforce) its Lien on the ABL Priority Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of Liens on the ABL Priority Collateral securing the First Lien ABL Obligations or the First Lien ABL Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) file necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of a Second Lien Term Loan Obligation or a Lien securing the Second Lien ObligationTerm Loan Obligations; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the ABL Priority Collateral initiated by the First Lien ABL Agent, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Term Loan Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase ABL Priority Collateral at any public, private, or judicial foreclosure upon such ABL Priority Collateral initiated by any First Lien ABL Creditor, or any sale of ABL Priority Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Term Loan Obligations unless the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien ABL Obligations (other than the Excess ABL Obligations) and are applied to cause the such Discharge of the First Lien ABL Obligations (other than the Excess ABL Obligations), in each case, at the closing of the sale based on such bid; (f) accelerate any Second Lien Term Loan Obligations in accordance with the provisions of the Second Lien DocumentsTerm Loan Documents (except for acceleration which occurs automatically and without notice under the Term Loan Documents or by operation of Bankruptcy Laws); and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) ), in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of interest, regularly scheduled principal, interest principal payments and other amounts owed in respect of the Second Lien Term Loan Obligations so long as (A) no Event of Default shall have occurred and be continuing (both before and after giving effect to the payment of such interest and/or principal as demonstrated by a Compliance Certificate (as defined in the Term Loan Documents) prepared on a pro forma basis and delivered prior to each such payment), and (B) the receipt thereof is not the direct or indirect result of any Enforcement ActionAction by Term Loan Creditors, and (2) unless and until the Discharge of the First Lien ABL Obligations (other than the Excess ABL Obligations) shall have occurred, the sole right of the Second Lien Term Loan Creditors with respect to the ABL Priority Collateral is to hold a lien Lien on the ABL Priority Collateral pursuant to any documents or instruments granting or purporting to g▇▇▇▇ ▇ ▇▇▇▇ (directly or indirectly) on real or personal property to secure a Term Loan Obligation or granting rights or remedies with respect to such Liens (the Second Lien “Term Loan Collateral Documents Documents”) for the period and to the extent granted therein and to receive a share of the Proceeds proceeds thereof, if any, after the such Discharge of the First Lien ABL Obligations shall have occurred. (b) Notwithstanding Section 3.1(c), and subject to Section 2.1, an ABL Creditor may (a) file a proof of claim or statement of interest, vote, subject to Section 6.9, 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 ABL Obligations and the ABL Priority Collateral in any Insolvency Proceeding commenced by or against any Obligor; (b) take action to create, perfect, preserve, or protect (but not enforce) its Lien on the Term Loan Priority Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of Liens on the Term Loan Priority Collateral securing the Term Loan Obligations or the Term Loan Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) file necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of an ABL Obligation or a Lien securing the ABL Obligations; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Term Loan Priority Collateral initiated by the Term Lender, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no ABL Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Term Loan Priority Collateral at any public, private, or judicial foreclosure upon such Term Loan Priority Collateral initiated by any Term Loan Creditor, or any sale of Term Loan Priority Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any ABL Obligations unless the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of Term Loan Obligations and are applied to cause such Discharge of the Term Loan Obligations, in each case, at the closing of the sale based on such bid; (f) accelerate any ABL Obligations in accordance with the provisions of the ABL Documents (except for acceleration which occurs automatically and without notice under the ABL Documents or by operation of Bankruptcy Laws); and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g), in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of interest, regularly scheduled principal payments and other amounts owed in respect of the ABL Obligations so long as (A) no Event of Default shall have occurred and be continuing (both before and after giving effect to the payment of such interest and/or principal as demonstrated by a Compliance Certificate (as defined in the ABL Documents) prepared on a pro forma basis and delivered prior to each such payment), and (B) the receipt thereof is not the direct or indirect result of any Enforcement Action by ABL Creditors, and (2) unless and until the Discharge of the Term Loan Obligations shall have occurred, the sole right of the ABL Creditors with respect to the Term Loan Priority Collateral is to hold a Lien on the Term Loan Priority Collateral pursuant to any documents or instruments granting or purporting to g▇▇▇▇ ▇ ▇▇▇▇ (directly or indirectly) on real or personal property to secure an ABL Obligation or granting rights or remedies with respect to such Liens (the “ABL Collateral Documents”) for the period and to the extent granted therein and to receive the proceeds thereof, if any, after such Discharge of the Term Loan Obligations shall have occurred.

Permitted Actions. (i) Notwithstanding the provisions of Section 3.1(a3(b) and 4(a), MIPS and each member of MIPS Subgroup shall have no obligation to indemnify under Section 4(a) (and may take any action otherwise prohibited by Section 3(b)) if: (A) SGI obtains a Second Lien Creditor Supplemental Ruling issued to SGI that rules that such action will not cause the Distribution to fail to qualify under Section 355 of the Code or otherwise to be taxable under Section 355(e) of the Code; (B) SGI consents to such action; or (C) MIPS delivers to SGI an opinion, in form reasonably satisfactory to SGI (which determination by SGI may (a) file a proof take into account, among other things, whether it is the type of claim or statement action with respect to which it is reasonably satisfactory to rely on an opinion of interest, vote on a plan counsel in light 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, the fact that SGI previously obtained the Ruling with respect to the Second Lien Obligations and the Collateral in any Insolvency Proceeding commenced by or against any Obligor; (b) take action to createDistribution), perfect, preserve, or protect (but not enforce) 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 Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) 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; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agentnationally recognized tax counsel, to the extent effect that such action could will not reasonably cause the Distribution to fail to qualify under Section 355 of the Code or otherwise to be expected taxable under Section 355(e) of the Code. (ii) If MIPS plans to interfere materially take any action described in section 3(b) during the applicable period set forth therein, MIPS shall provide a written notice to SGI describing its intention, the facts regarding the action and whether it intends to rely on section 4(b)(A), (B) or (C). If MIPS intends to rely on (i) section 4(b)(A), SGI shall comply with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted hereinprovisions in section 5(b); (eii) bid for section 4(b)(B), SGI shall notify MIPS of its decision to give or purchase Collateral at any public, privatewithhold consent within 7 business days of the receipt of MIPS's notice, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor(iii) section 4(b)(C), or any sale SGI shall within 7 business days of Collateral during the receipt of an Insolvency Proceedingopinion, notify MIPS of whether the opinion is reasonably satisfactory and if applicable, the reason for the opinion being unsatisfactory; provided that such bid may not include a “credit bid” the 7 business day period referred to in respect of any Second Lien Obligations unless the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; clause (fiii) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed extended at SGI's reasonable discretion if MIPS has not promptly make available personnel, records and information reasonably requested by SGI and necessary to prohibit the payment by make a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurreddetermination.

Permitted Actions. Notwithstanding Section 3.1(a)anything in this Agreement, a Second Lien Creditor may nothing shall prevent M2 Cobalt, its Subsidiaries or its Representatives or the board of directors of M2 Cobalt from, at any time prior to the date that M2 Cobalt Shareholder Approval is obtained: (a) file complying with the obligations of such board of directors under applicable securities Law to prepare and deliver a proof of claim or statement of interest, vote on directors’ circular in response to 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 Obligor; takeover bid; (b) take action provided M2 Cobalt has complied with Section 6.1, considering, engaging and participating in discussions or negotiations and entering into confidentiality agreements and providing information to, in each case notwithstanding Section 6.1 and in compliance with Section 6.3, regarding a bona fide written Acquisition Proposal that the board of directors of M2 Cobalt has determined by formal resolution, in good faith and after receiving confirmation in support of the board’s determination from its financial advisors and outside legal counsel, that such Acquisition Proposal could reasonably be expected, if consummated, to createresult in a Superior Proposal; (c) failing to recommend the matters to be approved by securityholders of M2 Cobalt at the M2 Cobalt Special Meeting in connection with the Transactions or withdrawing, perfectamending, preservemodifying or qualifying such recommendation, in a manner adverse to Jervois, or protect (but not enforce) its Lien on the Collateralfailing to reaffirm such recommendation, so long as such actions are not within five business days after having been requested in writing by Jervois to do so, in a manner adverse to Jervois (a “Change of Recommendation”) if, in the priority status good faith judgment of its board of directors, after consultation with legal counsel, the failure to take such action would be inconsistent with 37680408_3|NATDOCS such board of directors’ exercise of fiduciary duties or such action or disclosure is otherwise required by applicable Law; provided that, for greater certainty, in the event of Change of Recommendation and a termination by Jervois of this Agreement in accordance with this Agreement Sections 7.1(c)(v), as the case may be, M2 Cobalt shall pay the Termination Fee as required by Section 8.1(a)(ii). The board of Liens on the Collateral securing the First Lien Obligations or the First Lien Creditors’ rights to exercise remedies or otherwise not directors of M2 Cobalt shall not, except in accordance compliance with this Agreement; (c) file necessary pleadings in opposition to a claim objecting to Section 6.4 and Sections 6.5 and 6.6 enter into any other agreement, arrangement or otherwise seeking the disallowance of a Second Lien Obligation or a Lien securing the Second Lien Obligation; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” understanding in respect of any Second Lien Obligations unless the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredAcquisition Proposal.

Permitted Actions. Notwithstanding Anything to the contrary in this Section 3.1(a)3 notwithstanding, a Second Lien Creditor may each of Notes Agent and ABL Agent may: (a) if an Insolvency Proceeding has been commenced by or against any Grantor, file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote interest with respect to accept its Collateral or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make other filings, arguments, and motions, otherwise with respect to the Second Lien Notes Obligations and or the Collateral in ABL Obligations, as the case may be, or otherwise file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of such Grantor arising under any Insolvency Proceeding commenced by or against any Obligor; applicable non-bankruptcy law, in each case not inconsistent with the terms of this Agreement or applicable law (including the Bankruptcy Laws); (b) take any action to create, perfect, preserve, or protect (but not enforce) its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of the Liens on the Collateral securing of the First Lien Obligations other, or the First rights of the other Agent or any Claimholders to Exercise any Secured Creditor Remedies) in order to create or perfect its Lien Creditors’ rights in and to exercise remedies or otherwise not in accordance with this Agreement; the Collateral; (c) file any necessary 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 or subordination of a Second Lien Obligation its claims or a Lien securing the Second Lien Obligation; claims of its Claimholders, or the avoidance of its Liens; (d) object to any proposed acceptance of (i), in the case of Notes Agent, ABL Priority Collateral by an ABL Claimholder pursuant to Section 9-620 of the UCC and (ii) in the case of ABL Agent, Notes Priority Collateral by a Notes Claimholder pursuant to Section 9-620 of the UCC; (e) make any arguments and motions that are, in each case, in accordance with the terms of this Agreement; (f) vote on any plan of reorganization in accordance with the terms of this Agreement; (g) the Notes Agent may join (but not exercise any control overwith respect to) a any judicial foreclosure proceeding or Lien other judicial lien enforcement proceeding with respect to the ABL Priority Collateral of the other Agent initiated by the First Lien Agent, such otherthe ABL Agent to the extent that any such action could not reasonably be expected expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere materially with the Enforcement ActionExercise of Secured Creditor Remedies by such otherABL Agent (it being understood that, but no Second Lien Creditor may (i) with respect to ABL Priority Collateral, neither Notes Agent nor any other Notes Claimholder shall be entitled to receive any Proceeds proceeds thereof unless otherwise expressly permitted herein and (ii) with respect to Notes Priority Collateral, neither ABL Agent nor any other ABL Claimholder shall be entitled to receive any proceeds thereof unless otherwise expressly permitted herein); and (eh) bid for or purchase Collateral at take any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, or any sale of Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” action described in respect of any Second Lien Obligations unless the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (ai) through (gviii) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result definition of any Enforcement Action, and (2) unless and until the Discharge Exercise of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredSecured Creditor Remedies.

Permitted Actions. Notwithstanding Anything to the contrary in this Section 3.1(a)3 notwithstanding, a Second Lien Creditor may any Claimholder may: (ai) if an Insolvency Proceeding has been commenced by or against any Grantor, file a claim, 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, interest with respect to (i) in the Second Lien Obligations case of an ABL Claimholder, the ABL Debt, and (ii) in the case of a Term Claimholder, the Term Debt, and in each case, subject in all respects to this Agreement, the Collateral in any Insolvency Proceeding commenced by or against any Obligor; securing such Debt; (bii) take any action to create, perfect, preserve, or protect (but not enforce) its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of the Liens on the Priority Collateral securing held by the First Lien Obligations Priority Agent with respect thereto, or the First rights of the Priority Agent or any other Priority Claimholder to undertake Enforcement Actions with respect thereto) in order to create or perfect its Lien Creditors’ rights in and to exercise remedies or otherwise not in accordance with this Agreement; the Collateral; (ciii) file any necessary 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 the claims of (i) in the case of a Second Lien Obligation claim of an ABL Claimholder in respect of the ABL Debt, the ABL Claimholders, or (ii) in the case of a Lien securing claim of a Term Claimholder in respect of the Second Lien Obligation; Term Debt, the Term Claimholders, in each case including any claims secured by the Collateral, if any, in each case, in accordance with the express provisions of this Agreement; (div) vote on any plan of reorganization and make any filings and motions that are, in each case, not in contravention of the express provisions of this Agreement, with respect to (A) in the case of an ABL Claimholder, the ABL Debt, and (B) in the case of a Term Claimholder, the Term Debt, and (in each case) the Collateral; (v) join (but not exercise any control overwith respect to) a any judicial foreclosure proceeding or Lien other judicial lien enforcement proceeding with respect to the Priority Collateral of - 28 - WEIL:\96331350\2\35899.0561 the Priority Agent initiated by the First Lien Agent, such Priority Agent to the extent that any such action could not reasonably be expected expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere materially with an Enforcement Action by such Priority Agent (it being understood that neither the Enforcement Action, but no Second Lien Creditor may Junior Agent nor any Junior Claimholder shall be entitled to receive any Proceeds thereof proceeds from the Priority Collateral unless otherwise expressly permitted herein; ); (evi) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, the Term Agent or any sale Term Claimholder may exercise any of its rights or remedies with respect to the ABL Priority Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions Term Documents after the termination of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding ABL Priority Standstill Period to the extent expressly permitted by Section 6, in 3.1 above; and (vii) the case ABL Agent or any ABL Claimholder may exercise any of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct its rights or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors remedies with respect to the Term Priority Collateral is to hold a lien on in accordance with the Collateral pursuant to ABL Documents after the Second Lien Collateral Documents for termination of the period and Term Priority Standstill Period to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredpermitted by Section 3.2 above.

Permitted Actions. Notwithstanding Section 3.1(a), a Nothing in this Agreement shall be construed to limit or impair in any way the right of each Second Lien Creditor may Secured Party and each Third Lien Secured Party to, as applicable: (a) 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 under its Second Lien Debt Facility or the Collateral in any Insolvency Proceeding commenced by or against any ObligorThird Lien Obligations under its Third Lien Debt Facility; (b) take action to create, perfect, preserve, or protect (but not enforce) its Lien on in the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement case of Liens on the Collateral securing the First Lien Obligations or the First Lien Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) file necessary pleadings in opposition to a claim objecting to or otherwise seeking the disallowance of a any Second Lien Obligation or a Lien securing the Second Lien Obligation; (d) Secured Party, join (but not exercise control) any control over) a judicial foreclosure or Lien other judicial lien enforcement proceeding with respect to the Collateral initiated by the any First Lien AgentSecured Creditor, in each case, for the sole purpose of protecting such Second Lien Secured Party’s Lien on such Collateral, to the extent that such action could (i) in the case of joining a foreclosure or other judicial lien enforcement proceeding, would not reasonably be expected to interfere materially with such proceeding and (ii) is not adverse to the Enforcement Actionpriority status of the First Priority Liens on such Collateral or the rights of the First Lien Collateral Agent or any other First Lien Secured Party hereunder, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted hereinincluding the right to exercise remedies in respect thereof; (ec) bid for in the case of any Third Lien Secured Party, join (but not control) any foreclosure or purchase Collateral at any public, private, or other judicial foreclosure upon such lien enforcement proceeding with respect to the Collateral initiated by any First Lien CreditorSecured Creditor or Second Lien Secured Creditor or take any other action, in each case, for the sole purpose of protecting such Third Lien Secured Party’s Lien on such Collateral, to the extent such action (i) in the case of joining a foreclosure or other judicial lien enforcement proceeding, would not reasonably be expected to interfere materially with such proceeding and (ii) is not adverse to the priority status of the First Priority Liens and the Second Priority Liens on such Collateral or the rights of the First Lien Collateral Agent or any sale other First Lien Secured Party or the Second Lien Collateral Agent or any other Second Lien Secured Party hereunder, including the rights to exercise remedies in respect thereof; (d) in the case of the Second Lien Secured Parties, receive any Collateral or proceeds of Collateral during an Insolvency Proceedingon account of (i) its Second Priority Lien Obligations after the Discharge of First Lien Priority Obligations has occurred, subject to any reinstatement of the First Lien Priority Obligations under Section 6.04 or (ii) its Excess Second Lien Obligations after the Discharge of Excess First Lien Obligations has occurred, subject to any reinstatement of the Excess First Lien Obligations under Section 6.04; (e) in the case of the Third Lien Secured Parties, receive any Collateral or proceeds of Collateral after the Discharge of First Lien Obligations has occurred and the Discharge of Second Lien Obligations has occurred, subject to any reinstatement of the First Lien Obligations and/or the Second Lien Obligations under Section 6.04; (f) 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 Secured Parties or Third Lien Secured Parties, as applicable, including any claims secured by the Collateral; (g) vote on any plan of reorganization, make other filings and make any arguments and motions that, in each case, do not contravene the terms of this Agreement, including, without limitation, Sections 6.05(c) and (d); (h) bid at any Section 363 hearing or with respect to any other Collateral disposition; provided that (i) in the case of the Second Lien Secured Parties (x) prior to the Discharge of First Lien Priority Obligations, such bid may not include results in the Discharge of First Lien Priority Obligations as a “credit bid” in respect condition to such disposition and concurrently with the consummation thereof, to the extent that the Discharge of any Second First Lien Obligations unless has not previously occurred, (y) after the net cash Proceeds Discharge of First Lien Priority Obligations and prior to the Discharge of Excess First Lien Obligations, such bid are otherwise sufficient results in the Discharge of Excess First Lien Obligations as a condition to cause such disposition and concurrently with the consummation thereof and (ii) in the case of the Third Lien Secured Parties, such bid results in the Discharge of First Lien Obligations and are applied to cause the Discharge of Second Lien Obligations as a condition to such disposition and concurrently with the consummation thereof, to the extent that the Discharge of First Lien Obligations or the Discharge of Second Lien Obligations has not previously occurred; (i) accelerate the maturity of, or demand as immediately due and payable, all or any part of the Second Lien Obligations or Third Lien Obligations; (j) commence, continue or participate in any judicial, arbitral or other proceeding (whether under state, local, federal or foreign law) against any Credit Party (including any Insolvency or Liquidation Proceeding) to enforce any of the payment obligations of any Credit Party, under or in connection with the Second Lien Obligations or the Second Lien Debt Documents or the Third Lien Obligations or the Third Lien Debt Document, in each case, so long as such action is not otherwise for the enforcement of any Lien in, or otherwise seeks possession of, any of the Collateral or any Proceeds thereof; (k) charge interest at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with default rate pursuant to the provisions terms of the Second Lien Debt Documents or the Third Lien Debt Documents; (l) deliver any notice of default or event of default under any of the Second Lien Debt Documents or the Third Lien Debt Documents; (m) institute or maintain any suit or action solely to prevent the running of any applicable statute of limitation or any other similar restriction on claims; (n) assert a compulsory crossclaim or counterclaim against any of the Credit Parties as long as such action is not otherwise for the enforcement against any of the Collateral; (o) institute or maintain any action to seek and obtain specific performance or injunctive relief to compel the Credit Parties to comply with (gor not violate or breach) seek adequate protection during an Insolvency Proceeding to obligation under the extent expressly permitted by Section 6Second Lien Debt Documents, as long as such action is not otherwise an enforcement action against or in respect of the Collateral; (p) in the case of each of clauses (a) through (g) in a manner not inconsistent with the other Second Lien Secured Parties, enforce the terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed Agreement or any subordination agreement with regards to prohibit the payment by a Borrower of regularly scheduled principal, interest and any indebtedness or other amounts owed in respect of obligation subordinated to the Second Lien Obligations so long (including the Third Lien Obligations); (q) receive and retain Permitted Reorganization Securities, subject to Section 6.10; and/or (r) act in its capacity as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and an unsecured creditor to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredprovided in Section 5.04.

Permitted Actions. Notwithstanding Section 3.1(athe foregoing subsection (a), a Second Lien Creditor any Non-Controlling Authorized Representative or Non-Controlling Secured Party may (ai) file a proof of claim if an Insolvency 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 Liquidation Proceeding has been commenced by or against any ObligorGrantor, file a claim or statement of interest with respect to the Pari Passu Obligations; (bii) take any action to create, perfect, preserve, or protect (but not enforce) its Lien on the Collateral, that could be exercised by an unsecured creditors so long as such actions are action is not inconsistent with the terms and provisions of this Agreement; (iii) take any action (not adverse to the priority status in accordance with this Agreement of the Liens on the Pari Passu Collateral securing the First Lien Obligations or the First rights of Pari Passu Collateral Agent, or any Controlling Secured Parties to take enforcement actions with respect to the Pari Passu Collateral) in order to create, prove, preserve and protect the validity, enforceability, perfection and priority of its Lien Creditors’ rights in and to exercise remedies or otherwise not in accordance with this Agreementthe Pari Passu Collateral; (civ) file any necessary 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 Second Lien Obligation or a Lien securing the Second Lien Obligationclaims of the Pari Passu Secured Parties, including any claims secured by the Pari Passu Collateral, if any; (dv) vote on any Plan of Reorganization and make any filings and motions and file any pleadings, in each case, that are, in each case, not in contravention of the provisions of this Agreement, with respect to the Pari Passu Obligations and the Pari Passu Collateral; (vi) make any election permitted under 11 USC § 1111(b) if classified in a class separate from the Revolving Credit Agreement Obligations; (vii) take any action to value the Pari Passu Collateral in any Insolvency or Liquidation Proceeding in an amount greater than the Revolving Credit Agreement Obligations plus any post-petition interest, fees, costs and other charges, whether or not allowed or allowable; (viii) in the case of a sale or other disposition of any Pari Passu Collateral free and clear of its Liens or other claims under Section 363 of the Bankruptcy Code, make a cash bid or credit bid for such property (provided such credit bid includes cash in an amount to cause the Discharge of Revolving Credit Agreement Obligations at the initial closing of such purchase) and (ix) join (but not exercise any control overwith respect to) a any judicial foreclosure proceeding or Lien other judicial lien enforcement proceeding with respect to the Pari Passu Collateral initiated by the First Lien Agent, Pari Passu Collateral Agent to the extent that any such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, 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 net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligationsexpected, in each caseany material respect, at the closing of to restrain, hinder, limit, delay for any material period or otherwise interfere with an enforcement action by Pari Passu Collateral Agent (it being understood that all proceeds from such bid; (f) accelerate any Second Lien Obligations enforcement action or other proceeding shall be remitted to Pari Passu Collateral Agent in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurred).

Permitted Actions. Notwithstanding Section 3.1(a)Nothing in this Agreement will prohibit or restrict any member of the ▇▇▇▇▇▇▇ Group from, a Second Lien Creditor may but subject to paragraph 13: (a) file a proof communicating privately with the Board or the Company’s Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, General Counsel, Head of claim Investor Relations and financial or statement legal advisors that have been identified by one 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 the foregoing to the Second Lien Obligations ▇▇▇▇▇▇▇ Parties as appropriate contacts and, to the extent that the specific meeting or communication is approved in writing in advance and coordinated by the Collateral in any Insolvency Proceeding commenced by or against any Obligor; (b) take action to createCompany’s General Counsel, perfect, preserve, or protect (but not enforce) its Lien on other personnel of the CollateralCompany, 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 Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) 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; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could communications would not reasonably be expected to interfere materially require any public disclosure of such communications or the content thereof; (b) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over such member of the Enforcement Action▇▇▇▇▇▇▇ Group (so long as such requirement did not arise as a result of a breach by a Restricted Person of this Agreement); (c) privately communicating to any of their investors non-confidential information regarding the Company, but no Second Lien Creditor may receive only if such communications are subject to reasonable confidentiality obligations and are not otherwise reasonably expected to be publicly disclosed; (d) making any Proceeds thereof unless expressly permitted hereinpublic or private statement or announcement with respect to any Extraordinary Transaction that is an acquisition by the Company of another Person, or the issuance by the Company of its equity securities, where the aggregate consideration payable by the Company or the proceeds to the Company of such issuance, exceeds $4 billion; (e) bid for granting any liens or purchase Collateral at encumbrances on any publicclaims or interests in favor of a bank or broker-dealer or prime broker holding such claims or interests in custody or prime brokerage in the ordinary course of business, private, which lien or judicial foreclosure encumbrance is released upon such Collateral initiated by any First Lien Creditor, 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 net cash Proceeds transfer of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations claims or interests in accordance with the provisions terms of the Second Lien Documentscustody or prime brokerage agreement(s), as applicable; and or (gf) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6negotiating, evaluating and/or trading, directly or indirectly, in any index, exchange traded fund, benchmark or other basket of securities which may contain or otherwise reflect the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for hereinperformance of, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect any securities of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredCompany.

Permitted Actions. Notwithstanding Anything to the contrary in this Section 3.1(a)3 notwithstanding, a Second Lien Creditor may any Claimholder may: (ai) if an Insolvency Proceeding has been commenced by or against any Grantor, file a claim, 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, interest with respect to (i) in the Second Lien Obligations case of an ABL Claimholder, the ABL Debt, and (ii) in the case of a Term Claimholder, the Term Debt, and in each case, subject in all respects to this Agreement, the Collateral in any Insolvency Proceeding commenced by or against any Obligorsecuring such Debt; (bii) take any action to create, perfect, preserve, or protect (but not enforce) its Lien on the Collateral, so long as such actions are not adverse to the priority status in accordance with this Agreement of the Liens on the Priority Collateral securing held by the First Lien Obligations Priority Agent with respect thereto, or the First rights of the Priority Agent or any other Priority Claimholder to undertake Enforcement Actions with respect thereto) in order to create or perfect its Lien Creditors’ rights in and to exercise remedies or otherwise not in accordance with this Agreementthe Collateral; (ciii) file any necessary 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 the claims of (i) in the case of a Second Lien Obligation claim of an ABL Claimholder in respect of the ABL Debt, the ABL Claimholders, or (ii) in the case of a Lien securing claim of a Term Claimholder in respect of the Second Lien ObligationTerm Debt, the Term Claimholders, in each case including any claims secured by the Collateral, if any, in each case, in accordance with the express provisions of this Agreement; (div) vote on any plan of reorganization and make any filings and motions that are, in each case, not in contravention of the express provisions of this Agreement, with respect to (A) in the case of an ABL Claimholder, the ABL Debt, and (B) in the case of a Term Claimholder, the Term Debt, and (in each case) the Collateral; (v) join (but not exercise any control overwith respect to) a any judicial foreclosure proceeding or Lien other judicial lien enforcement proceeding with respect to the Priority Collateral of the Priority Agent initiated by the First Lien Agent, such Priority Agent to the extent that any such action could not reasonably be expected expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere materially with an Enforcement Action by such Priority Agent (it being understood that neither the Enforcement Action, but no Second Lien Creditor may Junior Agent nor any Junior Claimholder shall be entitled to receive any Proceeds thereof proceeds from the Priority Collateral unless otherwise expressly permitted herein); (evi) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, the Term Agent or any sale Term Claimholder may exercise any of its rights or remedies with respect to the ABL Priority Collateral during an Insolvency Proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions Term Documents after the termination of the Second Lien DocumentsABL Priority Standstill Period to the extent permitted by Section 3.1 above; and (gvii) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case ABL Agent or any ABL Claimholder may exercise any of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct its rights or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors remedies with respect to the Term Priority Collateral is to hold a lien on in accordance with the Collateral pursuant to ABL Documents after the Second Lien Collateral Documents for termination of the period and Term Priority Standstill Period to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurred.permitted by Section 3.2 above. 3.5

Permitted Actions. Notwithstanding Section 3.1(a), a Second Lien Creditor may (a) file Notwithstanding any other provisions herein to the contrary, prior to the Closing, Conopco and its Affiliates shall (i) be permitted to and shall use reasonable best efforts to cause each of the Companies to transfer by way of dividend, other distribution or otherwise to any member of the Unilever Group all Excluded Assets including assets of the Unilever Consumer Brands Business other than Transferred Unilever Consumer Brands Business Assets (to the extent held by a proof Company) and (ii) be permitted but not required to repay obligations for borrowed money, whether pursuant to the issuance of claim commercial paper or statement otherwise. All Taxes arising from transactions implemented pursuant to this Section 6.3(a) through (c) shall be borne by Conopco. (b) At or prior to the Closing Date, except for those Contracts listed in Section 6.3(b) of interestthe DiverseyLever Disclosure Schedule and except as otherwise provided in the Transitional Services Agreement, vote on a plan Conopco shall, upon the written request of reorganization Buyer, cause the termination of any Contracts or arrangements between or among the Companies or an Asset Seller (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 Obligor; (b) take action to createDiverseyLever Business), perfect, preserve, or protect (but not enforce) its Lien on the Collateralone hand, so long as such actions are not adverse to and any member of the priority status in accordance with this Agreement of Liens Unilever Group (other than a Company) on the Collateral securing other hand, including any Intercompany Agreements entered into in the First Lien Obligations or the First Lien Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; Ordinary Course of Business. Table of Contents (c) file necessary pleadings in opposition To the extent not completed by Closing, Buyer will use its reasonable best efforts to transfer to a claim objecting to or otherwise seeking member of the disallowance Unilever Group any Excluded Assets held by the Companies (at Conopco’s expense) as soon as reasonably practicable after the Closing. Following the Closing Date, the Companies will hold any Excluded Assets in trust, and for the benefit of, the relevant member of a Second Lien Obligation or a Lien securing the Second Lien Obligation; Unilever Group. (d) join (Notwithstanding any other provisions herein to the contrary, prior to the Closing, Buyer and the other members of the CMI Group shall be permitted but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect required to the Collateral initiated by the First Lien Agentrepay obligations for borrowed money, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor, 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 net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent with the other terms of this Agreement. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral whether pursuant to the Second Lien Collateral Documents for the period and issuance of commercial paper or otherwise. All Taxes arising from transactions implemented pursuant to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations this Section 6.3(d) shall have occurredbe borne by Buyer.

Permitted Actions. Notwithstanding Anything to the contrary in this Section 3.1(a)3 notwithstanding, a Second Lien Creditor may any Claimholder may: (a) 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 if an Insolvency Proceeding has been commenced by or against any Obligor; Grantor, file a claim or statement of interest with respect to any Debt and the Collateral securing such Debt; (b) take any action in order to create, perfect, preserve, perfect or protect (but not enforce) preserve its Lien on in and to the Collateral, so long as such actions are not adverse to prevent the priority status in accordance with this Agreement running of Liens any applicable statute of limitation or similar restriction on the Collateral securing the First Lien Obligations claims or the First Lien Creditors’ rights to exercise remedies assert a compulsory cross-claim or otherwise not in accordance with this Agreement; counterclaim against any Person; (c) before or after the commencement of an Insolvency Proceeding, file any necessary responsive or defensive pleadings (i) 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 the claims of (A) in the case of a Second Lien Obligation claim of an ABL Claimholder, the ABL Claimholders, or (B) in the case of a Lien securing claim of a Term Loan Claimholder, the Second Lien Obligation; Term Loan Claimholders, or (ii) asserting rights available to unsecured creditors of the applicable Grantor, in each case in accordance with and not in contravention of the terms of this Agreement; (d) during an Insolvency Proceeding, vote on any plan of reorganization, scheme or arrangement, or liquidation (or similar arrangement affecting creditors’ rights generally) and make any filings and motions therein that are, in each case, not in contravention of the provisions of this Agreement, with respect to (i) in the case of an ABL Claimholder, the ABL Debt, and (ii) in the case of a Term Loan Claimholder, the Term Loan Debt, and (in each case) the Collateral; (e) in the case of a Junior Agent, join (but not exercise any control overwith respect to) a any judicial foreclosure proceeding or Lien other judicial lien enforcement proceeding with respect to the Priority Collateral of the Priority Agent initiated by the First Lien Agent, such Priority Agent to the extent that any such action could not reasonably be expected expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere materially with an Enforcement Action by such Priority Agent (it being understood that neither the Enforcement Action, but no Second Lien Creditor may Junior Agent nor any Junior Claimholder shall be entitled to receive any Proceeds thereof from the Priority Collateral unless otherwise expressly permitted herein; ); (ef) bid subject to Section 3.6(a), inspect, appraise or value the Collateral (and to engage or retain investment bankers or appraisers for the purposes of appraising or purchase Collateral at any publicvaluing the Collateral) or to receive information or reports concerning the Collateral, privatein each case pursuant to the terms of the ABL Documents or Term Loan Documents, as applicable, or judicial foreclosure upon such Collateral initiated by applicable law; (g) subject to Section 3.6(a), take any First Lien Creditoraction to seek and obtain specific performance or injunctive relief to compel a Grantor to comply with (or not to violate or breach) an obligation under the ABL Documents or Term Loan Documents, or any sale of Collateral during an Insolvency Proceedingas applicable; provided that such bid may action does not include any action by a “credit Junior Claimholder to seek specific performance or injunctive relief against any Priority Claimholder or the Disposition of any such Priority Claimholder’s Priority Collateral in contravention of the other provisions of this Agreement; (h) bid for Collateral at any public or private sale thereof, provided that (i) such Claimholder does not challenge the bid of the Priority Agent for its Priority Collateral other than by the submission of a competing cash bid” , (ii) each Priority Lender may subject to the terms of its Collateral Documents offset its Priority Debt against the purchase price for the Priority Collateral and (iii) if such sale includes Junior Collateral and Priority Collateral, the Junior Lenders may only bid cash with respect to the Priority Collateral; provided, that the cash portion of any such bid need not exceed the amount of the ABL Priority Debt or the Term Loan Priority Debt, as applicable, in respect of such Priority Collateral; and (i) enforce the terms of any Second Lien Obligations unless subordination agreement with any Person (other than a Grantor) with respect to debt of a Grantor that is subordinated to the net cash Proceeds ABL Debt or the Term Loan Debt provided (i) prior written notice of such bid are otherwise sufficient action is provided to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligationseach Agent, in each case(ii) no such action includes any Enforcement Action, at the closing of (iii) any payment or other property received by such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding Claimholder, to the extent expressly permitted by Section 6resulting from a payment or other transfer of property or an interest in property of any Grantor, in the case shall be deemed to be Proceeds of each of clauses (a) through (g) in a manner not inconsistent with Collateral subject to the other terms of this Agreement. Except as expressly provided for hereinAgreement and (iv) any other payments received by such Claimholder in connection with such action shall otherwise be subject to the terms of such subordination agreement with any other Person, (1) no provision hereof shall be construed to prohibit the payment by a Borrower of regularly scheduled principal, interest and other amounts owed in respect any related subordination agreement with either or both of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, Agents and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredthis Agreement.

Permitted Actions. Notwithstanding Section 3.1(a)anything in this Agreement to the contrary, a Second Lien Creditor may (a) 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 Obligor; (b) take action to create, perfect, preserve, or protect (but not enforce) 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 Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; (c) 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; (d) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the First Lien Agent, to the extent that such action could not reasonably be expected to interfere materially with the Enforcement Action, but no Second Lien Creditor may receive any Proceeds thereof unless expressly permitted herein; (e) bid for or purchase Collateral at any public, private, or judicial foreclosure upon such Collateral initiated by any First Lien Creditor or, if the conditions set forth in Section 3.1(b) are satisfied, any Second Lien Creditor, 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 net cash Proceeds of such bid are otherwise sufficient to cause the Discharge of First Lien Obligations and are applied to cause the Discharge of the First Lien Obligations, in each case, at the closing of such bid; (f) accelerate any Second Lien Obligations in accordance with the provisions of the Second Lien Documents; and (g) seek adequate protection during an Insolvency Proceeding to the extent expressly permitted by Section 6, in the case of each of clauses (a) through (g) in a manner not inconsistent in violation with the other terms of this Agreement; (h) take and maintain any action against any Obligor for specific performance or injunctive relief to compel an Obligor to comply with (or not violate or breach) an obligation under the Second Lien Documents, provided that any such action does not require the making of any payments on the Second Lien Obligations or include any action to enjoin or otherwise interfere, hinder or delay a Disposition of Collateral with respect to which the Liens securing the Second Lien Obligations are required to be released pursuant to the terms of this Agreement; (i) take and maintain any action against any Obligor to prevent the expiration of, any applicable statute of limitations or similar permanent restriction on claims, or to assert a crossclaim, counterclaim or comparable claim against any Obligor or to file any defensive pleading; or (j) make demand for payment of, and pursue legal action to collect (that are not taken in the capacity of a secured creditor and do not involve enforcement of any Lien) any Second Lien Obligation. Except as expressly provided for herein, (1) no provision hereof shall be construed to prohibit the payment by a the Borrower of regularly scheduled principal, interest and other amounts owed in respect of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Action, and (2) unless and until the Discharge of the First Lien Obligations shall have occurred, the sole right of the Second Lien Creditors with respect to the Collateral is to hold a lien on the Collateral pursuant to the Second Lien Collateral Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of the First Lien Obligations shall have occurredAction not permitted hereunder.