SUCH NOTICE AS AGAINST ANY OBLIGOR.
EACH OF FIRST LIEN
AGENT AND SECOND LIEN CREDITORS WILL PROVIDE SUCH INFORMATION AS IT MAY HAVE TO
THE OTHER AS THE OTHER MAY FROM TIME TO TIME REASONABLY REQUEST CONCERNING THE
STATUS OF THE EXERCISE OF ANY ENFORCEMENT ACTION AND FIRST LIEN AGENT AND SECOND
LIEN CREDITORS SHALL BE AVAILABLE ON A REASONABLE BASIS DURING NORMAL BUSINESS
HOURS TO REVIEW WITH EACH OTHER ALTERNATIVES AVAILABLE IN EXERCISING SUCH
RIGHTS, INCLUDING, BUT NOT LIMITED TO, ADVISING EACH OTHER OF ANY OFFERS WHICH
MAY BE MADE FROM TIME TO TIME BY PROSPECTIVE PURCHASERS OF THE COLLATERAL,
PROVIDED, THAT, THE FAILURE OF ANY PARTY TO DO ANY OF THE FOREGOING SHALL NOT
AFFECT THE RELATIVE PRIORITIES OF FIRST LIEN AGENT'S OR SECOND LIEN CREDITOR'S
RESPECTIVE LIENS AS PROVIDED HEREIN OR THE VALIDITY OR EFFECTIVENESS OF ANY
NOTICES OR DEMANDS AS AGAINST ANY BORROWER OR ANY OBLIGOR.
EACH BORROWER AND
OBLIGOR HEREBY CONSENTS AND AGREES TO EACH SECURED CREDITOR PROVIDING ANY SUCH
INFORMATION TO THE OTHER SECURED CREDITORS AND TO SUCH ACTIONS BY THE SECURED
CREDITORS AND WAIVE ANY RIGHTS OR CLAIMS AGAINST ANY SECURED CREDITORS ARISING
AS A RESULT OF SUCH INFORMATION OR ACTIONS.
4.3
PERMITTED ACTIONS.
SECTION 4.1 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 PRIVATE OR JUDICIAL FORECLOSURE UPON SUCH COLLATERAL INITIATED
BY ANY SECURED CREDITOR, (II) ANY SECURED CREDITOR TO JOIN (BUT NOT CONTROL) ANY
FORECLOSURE OR OTHER JUDICIAL LIEN ENFORCEMENT PROCEEDING WITH RESPECT TO THE
COLLATERAL INITIATED BY ANOTHER SECURED CREDITOR FOR THE SOLE PURPOSE OF
PROTECTING SUCH SECURED CREDITOR'S LIEN ON THE COLLATERAL, SO LONG AS IT DOES
NOT DELAY OR INTERFERE WITH THE EXERCISE BY SUCH OTHER SECURED CREDITOR OF ITS
RIGHTS UNDER THIS AGREEMENT, THE DOCUMENTS AND UNDER APPLICABLE LAW, (III) THE
SECOND LIEN CREDITORS TO RECEIVE ANY REMAINING PROCEEDINGS OF COLLATERAL AFTER
THE FIRST LIEN LOAN OBLIGATIONS HAVE BEEN PAID IN FULL AND (IV) ANY SECOND LIEN
CREDITOR FROM (W) TAKING ANY ACTION (NOT ADVERSE TO THE PRIOR LIENS ON THE
COLLATERAL SECURING THE FIRST LIEN LOAN OBLIGATIONS) OR THE RIGHTS OF ANY FIRST
LIEN CREDITOR TO EXERCISE REMEDIES IN RESPECT OF SUCH LIENS IN ORDER TO PRESERVE
OR PROTECT ITS LIEN ON COLLATERAL, (X) FILING ANY NECESSARY RESPONSIVE OR
DEFENSIVE PLEADING 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 CREDITORS, INCLUDING, WITHOUT
LIMITATION, ANY SUCH CLAIMS SECURED BY THE COLLATERAL, (Y) FILING ANY PLEADINGS,
OBJECTIONS, MOTIONS OR AGREEMENTS WHICH ASSERT RIGHTS OR INTERESTS AVAILABLE TO
UNSECURED CREDITORS OF THE OBLIGORS ARISING UNDER WITH THE BANKRUPTCY CODE OR
OTHER APPLICABLE LAW, IN EACH CASE, IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR (Z) FILING ANY PROOF OF CLAIM AND
OTHER FILINGS AND MAKING ARGUMENTS AND MOTIONS THAT ARE, IN EACH CASE, IN
ACCORDANCE WITH THE TERMS