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), 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 (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 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), 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 Between the Second Lien Obligations date hereof and the Collateral Closing Date, Buyer and Sellers, together with their respective Affiliates, shall retrofit Suite A of the Facility to accommodate the commercial manufacture of Enbrel, to perform the initial validation runs for Enbrel and to commence commercial production of Enbrel. Further, the parties have determined that, in any Insolvency Proceeding commenced lieu of building out Suite A-3, they will undertake the "Greenwich Project", pursuant to which Greenwich shall construct the administration building and parking facility planned to be located on the Real Property. (The retrofit of Suite A and the Greenwich Project are hereinafter collectively referred to as the "Project".) The Project shall be overseen by a Steering Committee, whose objective is to recognize and utilize the strengths and competencies of each party to perform the Project. All costs incurred by Sellers or against any Obligor; Greenwich in performing their obligations under this Section 6.2(a) shall be reflected in the book value of the Net Assets even if not appropriate under GAAP to be included because such Greenwich Project is discontinued at the direction of the Steering Committee or the Buyer. (b) take action If not formed before the Signing, a Steering Committee shall be formed following the date hereof, which shall have six (6) members, with Buyer and Sellers each having the right to createappoint three (3) members (the "Steering Committee"). The Steering Committee shall oversee the Project through the Closing Date and shall have the following powers and duties: (i) The Steering Committee shall approve an annual budget for the Facility, perfectincluding a capital budget; (ii) the Steering Committee shall approve in advance any capital expenditures by any third party or by Sellers associated with the fill and finish of bulk drug substance Enbrel manufactured at the Facility; (iii) the Steering Committee shall meet on at least a quarterly basis or more frequently as necessary, preserveand decisions of the Steering Committee shall be made by consensus. The Steering Committee shall endeavor to reach a consensus on all matters within its authority which are in dispute within a period of ten (10) days after receiving notification from either Buyer or Sellers that such dispute has been referred to the Steering Committee for resolution. If such a resolution cannot be reached in that time period (or earlier at the election of either party), the matter shall be referred to the Chief Operating Officer of Buyer and the President of AHP's Wyeth-Ayerst Division, or protect their designees, for resolution in a period of ten (but not enforce10) its Lien on days (or such other time period agreed by the Collateralparties) through good faith discussions, so long as such actions are not adverse or if still unresolved, the parties shall endeavor in good faith to promptly agree upon a binding third party dispute resolution mechanism intended promptly and fairly to resolve the priority status matter in accordance with this Agreement of Liens on dispute. (iv) The Steering Committee shall be disbanded upon the Collateral securing the First Lien Obligations or the First Lien Creditors’ rights to exercise remedies or otherwise not in accordance with this Agreement; Closing Date. (c) file necessary pleadings in opposition Sellers shall be permitted to cause Greenwich to transfer to Holdings by way of a claim objecting to distribution or otherwise seeking all cash and cash equivalents held by Greenwich from time to time up to and including the disallowance of a Second Lien Obligation Closing Date. In the event all such cash or a Lien securing the Second Lien Obligation; (d) join (but cash equivalents are not exercise any control over) a judicial foreclosure transferred to Sellers at Closing, Sellers shall include such cash 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, equivalents in the case of each of clauses (ainvoice to be provided by Sellers to Buyer as soon as practicable after the Closing, pursuant to Section 2.2(c) 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 any Subordinated Debt Instrument or otherwise Debtor may pay, a Second Lien and Subordinated Creditors may receive, the Entire Subordinated Debt Instrument Balance, upon the sale of all or substantially all of the assets or stock of Debtor, provided, however, that, no such amounts may be paid to Subordinated Creditors unless Senior Creditor may has been paid in full all of the Senior Debt prior to the payment to Subordinated Creditors of the Entire Subordinated Debt Instrument Balance, or each of the following has occurred: (a) file Senior Creditor has waived in writing its requirement that the Senior Debt be paid in full as a proof result of claim the occurrence of any such event; Subordination Agreement Saleen SM Funding (b) a recapitalization of Debtor has occurred in the amount of not less than the Entire Subordinated Debt Instrument Balance and upon terms satisfactory to Senior Creditor; (c) no Debtor Relief Proceeding or statement Senior Debt Payment Default shall have commenced and be continuing as of interest, vote on a plan the date of reorganization payment of the Entire Subordinated Debt Instrument Balance; (including a vote to accept or reject a plan of partial or complete liquidation, reorganization, arrangement, composition, or extension), and make d) no other filings, arguments, and motions, default shall have been declared by Senior Creditor with respect to the Second Lien Obligations Senior Debt in a written notice to Debtor (which shall not have been waived in writing) as of the date of payment of the Entire Subordinated Debt Instrument Balance; and (e) ten (10) business days prior to such payment of the Entire Subordinated Debt Instrument Balance, Debtor shall have delivered to Senior Creditor financial statements for Debtor as of the last day of the immediately preceding calendar month, in form and substance satisfactory to Senior Creditor, together with a certification of the Collateral Chief Financial Officer of Debtor (which certification shall be true and correct as of the date thereof), confirming each of the matters set forth in any Insolvency Proceeding commenced by or against any Obligor; clauses (a), (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; and (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 occurredabove.