Common use of Rights as Unsecured Creditors Clause in Contracts

Rights as Unsecured Creditors. The Junior Lien Agent and the other Junior Lien Secured Parties may, in accordance with the terms of the Junior Lien Documents and applicable law, enforce rights and exercise remedies against the Borrower and any Junior Lien Guarantor as unsecured creditors (other than initiating or joining in any involuntary case or proceeding under any Insolvency Proceeding with respect to any Credit Party or Exercising any Secured Creditor Remedies); provided that (i) no such action is otherwise inconsistent with the terms of this Agreement and (ii) any judgment Lien obtained by any Junior Lien Secured Party as a result of any such enforcement or exercise of rights shall be subject to the terms of this Agreement for all purposes (including in relation to the Liens of the Senior Lien Secured Parties) as the other Liens of the Junior Lien Secured Parties. Nothing in this Agreement shall prohibit the receipt by the Junior Lien Agent or any other Junior Lien Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Junior Lien Documents so long as such receipt is not (a) a distribution or recovery in any Insolvency Proceeding in contravention of this Agreement or (b) the direct or indirect result of the enforcement or exercise by the Junior Lien Agent or any other Junior Lien Secured Party of rights or remedies as a secured creditor (including any right of setoff or other Exercise of Any Secured Creditor Remedies) or enforcement in contravention of this Agreement of any Lien securing the Junior Lien Obligations (including any judgment lien resulting from the exercise of remedies available to an unsecured creditor, to the extent such judgment lien applies to Collateral).

Rights as Unsecured Creditors. The Junior Lien Agent Representative and the other Junior Lien Secured Parties may, may exercise rights and remedies as an unsecured creditor against the Company or any Subsidiary that has guaranteed the Junior Lien Obligations in accordance with the terms of the applicable Junior Lien Documents and applicable lawlaw and to the extent not inconsistent with, enforce rights and exercise remedies against the Borrower and any Junior Lien Guarantor as unsecured creditors (other than initiating or joining in any involuntary case or proceeding under any Insolvency Proceeding with respect to any Credit Party or Exercising any Secured Creditor Remedies); provided that (i) no such action is otherwise inconsistent with prohibited by, the terms of this Agreement and (ii) any judgment Lien obtained by any Junior Lien Secured Party as a result of any such enforcement or exercise of rights shall be subject to the terms of this Agreement for all purposes (including in relation to the Liens of the Senior Lien Secured Parties) as the other Liens of the Junior Lien Secured PartiesAgreement. Nothing in this Agreement shall prohibit the receipt by the Junior Lien Agent Representative or any other Junior Lien Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Junior Lien Documents principal so long as such receipt is not (a) a distribution or recovery in any Insolvency Proceeding in contravention of this Agreement or (b) the direct or indirect result of the enforcement or exercise by the Junior Lien Agent Representative or any other Junior Lien Secured Party of rights or remedies as a secured creditor (including any right in respect of setoff Collateral or other Exercise of Any Secured Creditor Remedies) collateral or enforcement in contravention of this Agreement of any Lien in respect of Junior Lien Obligations held by any of them or in any Insolvency or Liquidation Proceeding. In the event the Junior Lien Representative or any Junior Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Collateral, First Lien Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Junior Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing the First Lien Obligations on the same basis as the other Liens securing the Junior Lien Obligations (including any judgment lien resulting from the exercise of remedies available to an unsecured creditor, are so subordinated to the extent such judgment lien applies First Priority Liens securing First Lien Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First Lien Representative or the First Lien Secured Parties may have with respect to the First Lien Collateral).

Rights as Unsecured Creditors. The Junior Lien Agent and the other Junior Lien Secured Parties may, in accordance with the terms of the Junior Lien Documents and applicable law, enforce rights and exercise remedies against the Borrower Borrowers and any Junior Lien Guarantor as unsecured creditors (other than initiating or joining in any involuntary case or proceeding under any Insolvency Proceeding with respect to any Credit Party or Exercising any Secured Creditor Remedies); provided that (i) no such action is otherwise inconsistent with the terms of this Agreement and (ii) any judgment Lien obtained by any Junior Lien Secured Party as a result of any such enforcement or exercise of rights shall be subject to the terms of this Agreement for all purposes (including in relation to the Liens of the Senior Lien Secured Parties) as the other Liens of the Junior Lien Secured Parties. Nothing in this Agreement shall prohibit the receipt by the Junior Lien Agent or any other Junior Lien Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Junior Lien Documents so long as such receipt is not (a) a distribution or recovery in any Insolvency Proceeding in contravention of this Agreement or (b) the direct or indirect result of the enforcement or exercise by the Junior Lien Agent or any other Junior Lien Secured Party of rights or remedies as a secured creditor (including any right of setoff or other Exercise of Any Secured Creditor Remedies) or enforcement in contravention of this Agreement of any Lien securing the Junior Lien Obligations (including any judgment lien resulting from the exercise of remedies available to an unsecured creditor, to the extent such judgment lien applies to Collateral).. US-DOCS\79710835.5 Senior Junior Intercreditor Agreement

Rights as Unsecured Creditors. (a) The Junior Parity Lien Agent Secured Parties and the other Junior Lien Secured Parties may, may exercise rights and remedies as unsecured creditors against the Company and any other Grantor in accordance with the terms of the Junior Parity Lien Documents and applicable law, enforce rights and exercise remedies against the Borrower and any Junior Lien Guarantor as unsecured creditors (other than initiating or joining in any involuntary case or proceeding under any Insolvency Proceeding with respect to any Credit Party or Exercising any Secured Creditor Remedies); provided that (i) no such action is otherwise inconsistent with the terms of this Agreement and (ii) any judgment Lien obtained by any Junior Lien Secured Party as a result of any such enforcement or exercise of rights shall be subject to the terms of this Agreement for all purposes (including in relation to the Liens of the Senior Lien Secured Parties) as the other Liens of the Junior Lien Secured PartiesDocuments, as applicable, and applicable law so long as such rights and remedies do not violate any provision of this Agreement, including, without limitation, Sections 2.03, 2.04, 3.01, 3.02 and Article VI hereof. Nothing in this Agreement shall prohibit the receipt by any of the Junior Parity Lien Agent Secured Parties or any other Junior Lien Secured Party Parties of the required payments of principal, premium, if any, interest, fees and other amounts due under the Parity Lien Documents or Junior Lien Documents Documents, as applicable, so long as such receipt is not (a) a distribution or recovery in any Insolvency Proceeding in contravention of this Agreement or (b) the direct or indirect result of the enforcement or exercise in contravention of this Agreement by the Junior any Parity Lien Agent Secured Party or any other Junior Lien Secured Party of rights or remedies as a secured creditor (including in respect of Shared Collateral. In the event any right Parity Lien Secured Party or any Junior Lien Secured Party becomes a judgment lien creditor in respect of setoff Shared Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Parity Lien Obligations or Junior Lien Obligations, as applicable, such judgment lien shall be subordinated to the Liens securing Priority Lien Obligations on the same basis as the other Exercise of Any Secured Creditor Remedies) Liens securing the Parity Lien Obligations or enforcement in contravention of this Agreement of any Lien securing the Junior Lien Obligations, as applicable, are so subordinated to such Liens securing Priority Lien Obligations (including any judgment lien resulting from the exercise of remedies available to an unsecured creditor, to the extent such judgment lien applies to Collateral)under this Agreement.

Rights as Unsecured Creditors. The Except as otherwise expressly set forth in this Agreement, the Junior Lien Collateral Agent and the other Junior Lien Secured Parties may, may exercise rights and remedies as an unsecured creditor against the Company or any Subsidiary that has guaranteed the Junior Lien Obligations in accordance with the terms of the applicable Junior Lien Documents and applicable law, enforce rights and exercise remedies against the Borrower and any Junior Lien Guarantor as unsecured creditors (other than initiating or joining in any involuntary case or proceeding under any Insolvency Proceeding with respect to any Credit Party or Exercising any Secured Creditor Remedies); provided that (i) no such action is otherwise inconsistent with the terms of this Agreement and (ii) any judgment Lien obtained by any Junior Lien Secured Party as a result of any such enforcement or exercise of rights shall be subject to the terms of this Agreement for all purposes (including in relation to the Liens of the Senior Lien Secured Parties) as the other Liens of the Junior Lien Secured Parties. Nothing in this Agreement shall prohibit the receipt by the Junior Lien Collateral Agent or any other Junior Lien Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Junior Lien Documents principal so long as such receipt is not (a) a distribution or recovery in any Insolvency Proceeding in contravention of this Agreement or (b) the direct or indirect result of the enforcement or exercise by the Junior Lien Agent Collateral Agent, any Junior Lien Representative or any other Junior Lien Secured Party of rights or remedies as a secured creditor (including any right in respect of setoff Common Collateral or other Exercise of Any Secured Creditor Remedies) collateral or enforcement in contravention of this Agreement of any Lien in respect of Junior Lien Obligations held by any of them or in any Insolvency or Liquidation Proceeding. In the event the Junior Lien Collateral Agent, any Junior Lien Representative or any Junior Lien Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral, First Lien Collateral or other collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Junior Lien Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing First Lien Obligations on the same basis as the other Liens securing the Junior Lien Obligations (including any judgment lien resulting from the exercise of remedies available are so subordinated to an unsecured creditor, to the extent such judgment lien applies to Collateral)Liens securing First Lien Obligations under this Agreement.

Rights as Unsecured Creditors. The Junior Lien Agent Agents and the other Junior Lien Secured Parties may, in accordance with the terms of the Junior Lien Documents and applicable law, enforce rights and exercise remedies against the Borrower Borrowers and any Junior Lien Guarantor as unsecured creditors (other than initiating or joining in any involuntary case or proceeding under any Insolvency Proceeding with respect to any Credit Party or Exercising any Secured Creditor Remedies); provided that (i) no such action is prohibited or otherwise inconsistent with the terms of this Agreement and (ii) any judgment Lien obtained by any Junior Lien Secured Party as a result of any such enforcement or exercise of rights shall be subject to the terms of this Agreement for all purposes (including in relation to the Liens of the Senior Lien Secured Parties) as the other Liens of the Junior Lien Secured Parties. Nothing in this Agreement shall prohibit the receipt by the any Junior Lien Agent or any other Junior Lien Secured Party of the required payments of principal, premium, interest, fees and other amounts due under the Junior Lien Documents so long as such receipt is not (a) a distribution or recovery in any Insolvency Proceeding in contravention of this Agreement or (b) the direct or indirect result of the enforcement or exercise by the any Junior Lien Agent or any other Junior Lien Secured Party of rights or remedies as a secured creditor (including any right of setoff or other Exercise of Any Secured Creditor Remedies) or enforcement in contravention of this Agreement of any Lien securing the Junior Lien Obligations (including any judgment lien resulting from the exercise of remedies available to an unsecured creditor, to the extent such judgment lien applies to Collateral).

Rights as Unsecured Creditors. The Junior Lien Agent Notwithstanding anything to the contrary in this Agreement, the Second-Priority Agents and the other Junior Lien Indenture Secured Parties may, may exercise rights and remedies as an unsecured creditor against the Company or any Subsidiary that has guaranteed the Noteholder Claims in accordance with the terms of the Junior Lien applicable Noteholder Documents and applicable law, enforce rights and exercise remedies against the Borrower and any Junior Lien Guarantor as unsecured creditors (other than initiating or joining in any involuntary case or proceeding under any Insolvency Proceeding with respect to any Credit Party or Exercising any Secured Creditor Remedies); provided that (i) no such action is otherwise inconsistent with the terms of this Agreement and (ii) any judgment Lien obtained by any Junior Lien Secured Party as a result of any such enforcement or exercise of rights shall be subject to the terms of this Agreement for all purposes (including in relation to the Liens of the Senior Lien Secured Parties) as the other Liens of the Junior Lien Secured Parties. Nothing in this Agreement shall prohibit the receipt by the Junior Lien any Second-Priority Agent or any other Junior Lien Indenture Secured Party of the required payments of principal, premium, interest, fees interest and other amounts due under the Junior Lien Documents principal so long as such receipt is not (a) a distribution or recovery in any Insolvency Proceeding in contravention of this Agreement or (b) the direct or indirect result of the enforcement or exercise by the Junior Lien any Second-Priority Agent or any other Junior Lien Indenture Secured Party of rights or remedies as a secured creditor (including any right in respect of setoff or other Exercise of Any Secured Creditor Remedies) or enforcement Common Collateral in contravention of this Agreement of any Lien in respect of Noteholder Claims held by any of them. In the event any Second-Priority Agent or any Indenture Secured Party becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Noteholder Claims or otherwise, such judgment or other lien shall be subordinated to the Liens securing Senior Lender Claims on the same basis as the other Liens securing the Junior Lien Obligations (including any judgment lien resulting from the exercise of remedies available Second-Priority Claims are so subordinated to an unsecured creditor, to the extent such judgment lien applies to Collateral).Liens securing Senior Lender Claims under this

Rights as Unsecured Creditors. The Notwithstanding anything to the contrary in this Agreement, the Junior Lien Agent Representatives and the other Junior Lien Secured Parties mayHolders may exercise rights and remedies as an unsecured creditor against New Pyxus Topco, any Grantor or any Subsidiary that has guaranteed the Junior Obligations in accordance with the terms of the applicable Junior Lien Documents and applicable law, enforce rights and exercise remedies against in each case to the Borrower and any Junior Lien Guarantor as unsecured creditors (other than initiating or joining in any involuntary case or proceeding under any Insolvency Proceeding with respect to any Credit Party or Exercising any Secured Creditor Remedies); provided that (i) no such action is otherwise extent not inconsistent with the terms provisions of this Agreement and (ii) any judgment Lien obtained by any Junior Lien Secured Party as a result of any such enforcement or exercise of rights shall be subject to the terms of this Agreement for all purposes (including in relation to the Liens of the Senior Lien Secured Parties) as the other Liens of the Junior Lien Secured PartiesAgreement. Nothing in this Agreement shall prohibit the receipt by the any Junior Lien Agent Representative or any other Junior Lien Secured Party Holder of the required payments of principal, premium, interest, fees interest and other amounts due under the Junior Lien Documents principal so long as such receipt is not (a) a distribution after the occurrence and during the continuation of an “Event of Default” under the Senior Documents or recovery in any Insolvency Proceeding the Junior Documents and made in contravention of this Agreement or (b) the direct or indirect result of (i) the enforcement or exercise by the any Junior Lien Agent Representative or any other Junior Lien Secured Party Holder of rights or remedies as a secured creditor in respect of the Common Collateral or (including any right of setoff or other Exercise of Any Secured Creditor Remediesii) or enforcement in contravention of this Agreement or any other applicable intercreditor agreement of any Lien in respect of the Junior Obligations held by any of them. In the event any Junior Representative or any Junior Holder becomes a judgment lien creditor or other secured creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of the Junior Obligations or otherwise, such judgment or other lien shall be subordinated to the Liens securing the Senior Obligations on the same basis as the other Liens securing the Junior Lien Obligations (including any judgment lien resulting from are so subordinated to such Liens securing the exercise of remedies available to an unsecured creditor, to the extent such judgment lien applies to Collateral)Senior Obligations under this Agreement.

Rights as Unsecured Creditors. The Notwithstanding anything to the contrary in this Agreement, the Junior Lien Trustee, the Junior Collateral Agent and the other Junior Lien Secured Parties mayCreditors may exercise rights and remedies as an unsecured creditors against the Company, Hovnanian or any Subsidiary that has guaranteed the Junior Claims in accordance with the terms of the Junior Lien Documents and applicable law, enforce rights and exercise remedies against the Borrower and any Junior Lien Guarantor as unsecured creditors (other than initiating or joining in any involuntary case or proceeding under any Insolvency Proceeding with respect to any Credit Party or Exercising any Secured Creditor Remedies); provided that (i) no such action is otherwise inconsistent with the terms of this Agreement and (ii) any judgment Lien obtained by any Junior Lien Secured Party as a result of any such enforcement or exercise of rights shall be subject to the terms of this Agreement for all purposes (including in relation to the Liens of the Senior Lien Secured Parties) as the other Liens of the Junior Lien Secured Parties. Nothing in this Agreement shall prohibit the receipt by the Junior Lien Trustee, the Junior Collateral Agent or any other Junior Lien Secured Party Creditors of the required payments of principal, premium, interest, fees interest and other amounts due under the Junior Lien Documents principal so long as such receipt is not (a) a distribution or recovery in any Insolvency Proceeding in contravention of this Agreement or (bi) the direct or indirect result of the enforcement or exercise by the Junior Lien Trustee, the Junior Collateral Agent, the Mortgage Tax Collateral Agent or any other Junior Lien Secured Party Creditor of rights or remedies as a secured creditor in respect of Common Collateral or (including ii) in violation of Section 3.1, 4.1, 5.2 or 6.3. In the event that the Junior Trustee, the Junior Collateral Agent or any right Junior Creditor becomes a judgment lien creditor in respect of setoff or Common Collateral as a result of its enforcement of its rights as an unsecured creditor in respect of Junior Claims, such judgment lien shall be subordinated to the Liens securing Senior Claims on the same basis as the other Exercise of Any Secured Creditor Remedies) or enforcement in contravention of this Agreement of any Lien Liens securing the Junior Lien Obligations (including Claims are so subordinated to such Liens securing Senior Claims under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any judgment lien resulting from rights or remedies the exercise of remedies available to an unsecured creditorSenior Trustee, the Senior Collateral Agent or the Senior Creditors may have with respect to the extent such judgment lien applies to Common Collateral).