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(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)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)Nothing in this Agreement will prohibit or restrict any member of the Xxxxxxx 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 Xxxxxxx 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 ActionXxxxxxx 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 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(a)Nothing in this Agreement will prohibit or restrict any member of the Xxxxxxx 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 Xxxxxxx 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 ActionXxxxxxx 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)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.

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 3.1 shall not be construed to limit or impair in any way the right of: (a) file a proof of claim any Secured Creditor to bid for or statement of interestpurchase Collateral, vote on a plan of reorganization in each case for cash, at any private or judicial foreclosure upon such Collateral initiated by any Secured Creditor, (including a vote b) any Secured Creditor to accept join (but not control) any foreclosure 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 Lien Obligations and Collateral initiated by another Secured Creditor for 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 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 actions are other Secured Creditor of its rights under this Agreement, the Documents and under applicable law, (c) the Second Lien Creditors to receive any proceeds of Collateral after the First Lien Obligations (other than Excluded First Lien Obligations) have been Paid in Full and then consistent with Section 2.4, and (d) any Second Lien Creditor to (i) take any action not adverse to the priority status in accordance with this Agreement of prior Liens on the Collateral securing the First Lien Obligations or the rights of any First Lien Creditors’ rights Creditor to exercise remedies in respect of such Liens in order to preserve or otherwise not in accordance protect its Lien on Collateral, (ii) filing any necessary responsive or defensive pleading consistent with this Agreement; (c) file necessary pleadings Agreement in opposition to a claim any motion, claim, adversary proceeding or other pleadings made by any Person objecting to or otherwise seeking the disallowance of a Second Lien Obligation or a Lien securing the claims of the Second Lien Obligation; Creditors, (diii) join (but not exercise filing any control over) a judicial foreclosure pleadings, objections, motions or Lien enforcement proceeding with respect agreements which assert rights or interests available 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 unsecured creditors of the First Lien ObligationsObligors arising under the Bankruptcy Code or other applicable law, 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, (1iv) no provision hereof shall be construed to prohibit the payment by a Borrower filing any proof of regularly scheduled principal, interest claim and other amounts owed filings and making arguments and motions that are, in respect each case, in accordance with the terms of the Second Lien Obligations so long as the receipt thereof is not the direct or indirect result of any Enforcement Actionthis Agreement, and (2v) unless and until the Discharge taking of the First Lien Obligations a Debt Action. Any proceeds of Collateral received in connection with any such Enforcement Action shall have occurred, the sole right be applied in accordance with Section 2.4 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), 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 Section 3.1(a), a Second Lien 4.1 shall not be construed to limit or impair in any way the right of any Secured Creditor may to (a) file a proof bid for or purchase Collateral at any private or judicial foreclosure upon such Collateral initiated by any Secured Creditor, (b) so long as it does not delay or interfere with the exercise by another Secured Creditor of claim its rights under this Agreement, the Documents and under applicable law and so long as such action is not prohibited by Section 7 herein and in each case not inconsistent with the terms of this Agreement, (i) 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 Lien Obligations and Collateral initiated by another Secured Creditor for 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 sole purpose of protecting such Secured Creditor’s Lien on the Collateral, so long as such actions are (ii) file a claim or statement of interest in any Insolvency Proceeding, (iii) take any action (not adverse to the priority status in accordance with this Agreement of Liens on the Collateral securing the First Lien Obligations or the First Second Lien Creditors’ Obligations as the case may be, or the rights of the other Secured Creditors to exercise remedies in respect thereof) in order to preserve or otherwise not in accordance with this Agreement; protect such Secured Creditor’s Liens, (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 Obligation; (d) join (but not exercise claims of such Secured Creditors, including without limitation any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated claims secured 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 thereofCollateral, if any, after the Discharge (v) in any Insolvency Proceeding, file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the First Obligors under applicable law, and (vi) vote on any plan of reorganization, and (c) receive any proceeds of Collateral in connection with any Lien Obligations Enforcement Action, which proceeds shall have occurredbe applied in accordance with Section 3.4 of this Agreement.

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. (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 gxxxx x Xxxx (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.