UPON FORECLOSURE, TO INCUR EXPENSES IN CONNECTION WITH SUCH SALE OR DISPOSITION,
AND TO EXERCISE ALL THE RIGHTS AND REMEDIES OF A SECURED CREDITOR UNDER THE UCC
AND OF A SECURED CREDITOR UNDER BANKRUPTCY LAWS OF ANY APPLICABLE JURISDICTION.
(C)
NOTWITHSTANDING THE FOREGOING, THE SECOND LIEN TRUSTEE AND ANY
SECOND LIEN CLAIMHOLDER MAY:
(I)
FILE A CLAIM OR STATEMENT OF INTEREST WITH RESPECT TO THE SECOND
LIEN OBLIGATIONS IF AN INSOLVENCY OR LIQUIDATION PROCEEDING HAS BEEN COMMENCED
BY OR AGAINST THE COMPANY OR ANY OTHER GRANTOR;
(II)
TAKE ANY ACTION (NOT ADVERSE TO THE PRIORITY STATUS OF THE LIENS
ON THE COLLATERAL SECURING THE FIRST LIEN OBLIGATIONS, OR THE RIGHTS OF ANY
FIRST LIEN AGENT OR FIRST LIEN CLAIMHOLDER TO EXERCISE REMEDIES IN RESPECT
THEREOF) IN ORDER TO CREATE, PERFECT, PRESERVE OR PROTECT ITS LIEN ON THE
COLLATERAL;
(III)
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
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SECOND LIEN CLAIMHOLDERS, INCLUDING ANY CLAIMS SECURED BY THE COLLATERAL, IF
ANY, IN EACH CASE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT;
(IV)
VOTE ON ANY PLAN OF REORGANIZATION, FILE ANY PROOF OF CLAIM, MAKE
OTHER FILINGS AND MAKE ANY ARGUMENTS AND MOTIONS THAT ARE, IN EACH CASE, IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WITH RESPECT TO THE SECOND LIEN
OBLIGATIONS AND THE COLLATERAL; AND
(V)
EXERCISE ANY LIEN ENFORCEMENT ACTION WITH RESPECT TO THE
COLLATERAL AFTER THE TERMINATION OF THE STANDSTILL PERIOD TO THE EXTENT
PERMITTED BY SECTION 3.1(A)(I).
The Second Lien Trustee, on behalf of itself and the Second Lien Claimholders,
agrees that it will not take or receive any Collateral or any proceeds of
Collateral in connection with the exercise of any Lien Enforcement Action in its
capacity as a creditor, unless and until the Discharge of First Lien Obligations
has occurred or as otherwise expressly permitted in Section 3.1(a)(i).
Without
limiting the generality of the foregoing, unless and until the Discharge of
First Lien Obligations has occurred, or as otherwise expressly permitted in
Sections 3.1(a), 6.3(b) and this Section 3.1(c), the sole right of the Second
Lien Trustee and the Second Lien Claimholders 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 First Lien
Obligations has occurred.
(D)
SUBJECT TO SECTIONS 3.1(A) AND (C) AND SECTION 6.3(B):
(I)
THE SECOND LIEN TRUSTEE, FOR ITSELF AND ON BEHALF OF THE SECOND
LIEN CLAIMHOLDERS, AGREES THAT THE SECOND LIEN TRUSTEE AND THE SECOND LIEN
CLAIMHOLDERS WILL NOT TAKE ANY ACTION THAT WOULD HINDER ANY EXERCISE OF REMEDIES
UNDER THE FIRST LIEN LOAN DOCUMENTS OR IS OTHERWISE PROHIBITED HEREUNDER,
INCLUDING ANY SALE, LEASE, EXCHANGE, TRANSFER OR OTHER DISPOSITION OF THE
COLLATERAL, WHETHER BY FORECLOSURE OR OTHERWISE;