Common use of Filing of Motions Clause in Contracts

Filing of Motions. Until the Discharge of First-Lien Obligations has occurred, each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Secured Parties that no Junior-Lien Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized Representative, the Junior-Lien Collateral Agents or Junior-Lien Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by any First-Lien Collateral Agent or any other First-Lien Secured Party with respect to the Shared Collateral, or the extent to which the First-Lien Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior-Lien Secured Parties on the Shared Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents imposed hereby.

Filing of Motions. Until the Discharge of First-Lien First Priority Obligations Payment Date has occurred, each Junior-Lien Authorized the Second Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Second Priority Secured Parties that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action in each case that (a) violates, or is prohibited by, this Article VI Section 5 (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized Representative, the Junior-Lien Collateral Agents or Junior-Lien Second Priority Secured Parties, in whole or in part, as a result of their interest in the Shared Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by any First-Lien Collateral Agent the First Priority Representative or any other First-Lien First Priority Secured Party with respect to the Shared Common Collateral, or the extent to which the First-Lien First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Second Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition of to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the any claims of the Junior-Lien Second Priority Secured Parties on the Shared Common Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents Second Priority Representative imposed hereby.

Filing of Motions. Until the Discharge of First-Lien First Priority Obligations Payment Date has occurred, each Junior-Lien Authorized the Second Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Second Priority Secured Parties that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action in each case that (a) violates, or is prohibited by, this Article VI Section 5 (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized Representative, the Junior-Lien Collateral Agents Second Priority Representative or Junior-Lien Second Priority Secured Parties, in whole or in part, as a result of their interest in the Shared Common Collateral or in the Second Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by any First-Lien Collateral Agent the First Priority Representative or any other First-Lien First Priority Secured Party with respect to the Shared CollateralParty, or the extent to which the First-Lien First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Second Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior-Lien Secured Parties on the Shared CollateralProceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents Second Priority Representative imposed hereby.

Filing of Motions. Until the Discharge of First-Lien First Priority Obligations Payment Date has occurred, each Junior-Lien Authorized Second Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Second Priority Secured Parties represented by it that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action in each case that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized Representative, the Junior-Lien Collateral Agents or Junior-Lien Second Priority Secured Parties, in whole or in part, as a result of their interest in the Shared Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by any First-Lien Collateral Agent First Priority Representative or any other First-Lien First Priority Secured Party with respect to the Shared Common Collateral, or the extent to which the First-Lien First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Second Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition of to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the any claims of the Junior-Lien Second Priority Secured Parties on the Shared Common Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents Second Priority Representative imposed hereby. Each First Priority Representative agrees on behalf of itself and the other First Priority Secured Parties represented by it that no First Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that challenges the validity, priority, enforceability or voidability of any Liens or claims held by any Second Priority Representative or any other Second Priority Secured Party, or the extent to which the Second Priority Obligations constitute secured claims under Section 506(a) of the Bankruptcy Code or otherwise.

Filing of Motions. Until Except as otherwise set forth in this Agreement, until the Discharge of First-Lien Senior Obligations Payment Date has occurred, each Junior-Lien Authorized the Junior Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Junior Secured Parties that no Junior-Lien Junior Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation in each case in respect of any such action that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized RepresentativeSenior Collateral, including, without limitation, with respect to the Junior-Lien Collateral Agents or Junior-Lien Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims held by any First-Lien Collateral Agent the Senior Representative (including the validity and enforceability thereof) or any other First-Lien Senior Secured Party with in respect to the Shared Collateral, or the extent to which the First-Lien Obligations constitute secured claims of any Senior Collateral or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwiseotherwise without the prior written consent of the Senior Representative; provided that that, the Designated Junior-Lien Authorized Junior Representative or the Designated Junior-Lien Collateral Agent any other Junior Secured Party may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and Proceeding, (ii) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any Person objecting to or otherwise seeking the disallowance of the claims of the Junior-Lien Junior Secured Parties on the Shared Senior Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents Junior Representative imposed hereby, (iii) file any reasonably necessary pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under either the Bankruptcy Code or applicable non-bankruptcy law, in each case, if not otherwise in contravention of the terms of this Agreement, (iv) make any reasonably necessary arguments and motions in order to preserve or protect their Liens on the Collateral that are, in each case, not otherwise in contravention of the terms of this Agreement, with respect to the Junior Obligations and the Collateral, (v) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period, to the extent permitted by this Agreement, (vi) vote on any plan of reorganization in any Insolvency Proceeding, to the extent not prohibited by the provisions hereof and (vii) present a cash bid at any hearing, or with respect to any disposition of Collateral, under Section 363 of the Bankruptcy Code.

Filing of Motions. Until the Discharge of First-Lien First Priority Obligations Payment Date has occurred, each Junior-Lien Authorized the Second Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Second Priority Secured Parties that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings pleading or motionsmotion, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation in each case in respect of any such action that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized RepresentativeCommon Collateral, including, without limitation, with respect to the Junior-Lien Collateral Agents or Junior-Lien Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims held by any First-Lien Collateral Agent the First Priority Representative (including the validity and enforceability thereof) or any other First-Lien First Priority Secured Party with respect to the Shared Collateral, or the extent to which the First-Lien Obligations constitute secured claims or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; , provided that (a) the Designated Junior-Lien Authorized Second Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior-Lien Secured Parties on the Shared CollateralProceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents Second Priority Representative imposed hereby, (b) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Secured Party in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, including, without limitation, any claims secured by the Common Collateral, if any, in each case in a manner not inconsistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummated.

Filing of Motions. Until the Discharge of First-Lien Senior Obligations has occurred, each Junior-Lien Authorized the Second Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Second Priority Secured Parties that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action in each case that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized Representative, the Junior-Lien Collateral Agents Second Priority Representative or Junior-Lien Second Priority Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by any First-Lien the Senior Collateral Agent or any other First-Lien Senior Secured Party with respect to the Shared Collateral, or the extent to which the First-Lien Senior Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Second Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior-Lien Second Priority Secured Parties on the Shared Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents Second Priority Representative imposed hereby.

Filing of Motions. Until the Discharge of First-Lien First Priority Obligations Payment Date has occurred, each Junior-Lien Authorized the Second Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Second Priority Secured Parties that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action in each case that (a) violates, or is prohibited by, this Article VI Section 5 (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized Representative, the Junior-Lien Collateral Agents Second Priority Representative or Junior-Lien Second Priority Secured Parties, in whole or in part, as a result of their interest in the Shared Common Collateral or in the Second Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by any First-Lien Collateral Agent the First Priority Creditor or any other First-Lien First Priority Secured Party with respect to the Shared Common Collateral, or the extent to which the First-Lien First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Second Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior-Lien Secured Parties on the Shared CollateralProceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents Second Priority Representative imposed hereby.

Filing of Motions. Until the Discharge of First-Lien Senior Obligations Payment Date has occurred, each Junior-Lien Authorized the Junior Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Junior Secured Parties that no Junior-Lien Junior Secured Party shall, absent the consent of the RCF Representative, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation in each case in respect of any such action that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized Representative, the Junior-Lien Senior Collateral Agents or Junior-Lien Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right that is expressly not otherwise permitted by this Agreement) or (c) challenges Sections 3.1, 5.2 and 5.10, including, without limitation, with respect to the validity, priority, enforceability or voidability determination of any Liens or claims held by any First-Lien Collateral Agent the Senior Representative (including the validity and enforceability thereof) or any other First-Lien Senior Secured Party with Party, in each case, in respect to the Shared Collateral, or the extent to which the First-Lien Obligations constitute secured claims of any Senior Collateral or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Junior Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency Proceeding or Liquidation Proceeding, (ii) vote on a Plan of Reorganization, (iii) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under either any Insolvency Proceeding, Liquidation Proceeding or applicable non-bankruptcy law, in each case not prohibited by the other terms and provisions of this Agreement, and (iiiv) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any Person objecting to or otherwise seeking the disallowance of the claims of the Junior-Lien Secured Junior Enforcement Parties on the Shared Senior Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents Junior Representative imposed hereby.. |US-DOCS\149079678.29||

Filing of Motions. (a) Until the Discharge of First-Lien First Priority Obligations Payment Date has occurred, each Junior-Lien Authorized the Second Priority Representative agrees on behalf of itself as a Second Priority Secured Party and each Junior-Lien Collateral Agent the other Second Priority Secured Parties that no Second Priority Secured Party shall, and the Third Priority Representative agrees on behalf of itself and the other Junior-Lien Third Priority Secured Parties that no Junior-Lien Third Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation in each case in respect of any such action that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized RepresentativeCommon Collateral, including, without limitation, with respect to the Junior-Lien Collateral Agents or Junior-Lien Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims held by any First-Lien Collateral Agent the First Priority Representative (including the validity and enforceability thereof) or any other First-Lien First Priority Secured Party with respect to the Shared Collateral, or the extent to which the First-Lien Obligations constitute secured claims or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwiseotherwise in each such case if such action is inconsistent with the terms and limitations on the Second Priority Representative and the Third Priority Representative imposed hereby; provided that the Designated Junior-Lien Authorized Second Priority Representative or and the Designated Junior-Lien Collateral Agent Third Priority Representative may (i) file a proof of claim claims in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior-Lien Secured Parties on the Shared CollateralProceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives Second Priority Representative and Junior-Lien Collateral Agents the Third Priority Representative imposed hereby.

Filing of Motions. Until the Discharge of First-Lien First Priority Obligations Payment Date has occurred, each Junior-Lien Authorized the Second Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Second Priority Secured Parties that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action in each case that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized Representative, the Junior-Lien Collateral Agents Second Priority Representative or Junior-Lien Second Priority Secured Parties, Parties in whole or in part, their capacity as secured creditors solely as a result of their interest in the Shared Common Collateral or in the Second Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by any First-Lien Collateral Agent the First Priority Representative or any other First-Lien First Priority Secured Party with respect to the Shared CollateralParty, or the extent to which the First-Lien First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Second Priority Representative may take such actions specifically set forth in Section 3.2. The First Priority Representative agrees on behalf of itself and the other First Priority Secured Parties that no First Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that challenges the validity, priority, enforceability or voidability of any Liens or claims held by the Second Priority Representative or any other Second Priority Secured Party, or the Designated Junior-Lien Collateral Agent may (iextent to which the Second Priority Obligations constitute secured claims under Section 506(a) file a proof of claim in an Insolvency the Bankruptcy Code or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition otherwise, except that the foregoing shall not limit the ability of any motion or other pleadings made by any Person objecting First Priority Secured Party to or otherwise seeking the disallowance of the claims of the Junior-Lien Secured Parties on the Shared Collateral, subject to the limitations contained in this Agreement and only if consistent with enforce the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents imposed herebyof this Agreement.

Filing of Motions. Until the Discharge of First-Lien Senior Obligations Payment Date has occurred, each Junior-Lien Authorized the Junior Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Junior Secured Parties that no Junior-Lien Junior Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation in each case in respect of any such action that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized RepresentativeSenior Collateral, including, without limitation, with respect to the Junior-Lien Collateral Agents or Junior-Lien Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims held by any First-Lien Collateral Agent the Senior Representative (including the validity and enforceability thereof) or any other First-Lien Senior Secured Party with in respect to the Shared Collateral, or the extent to which the First-Lien Obligations constitute secured claims of any Senior Collateral or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Junior Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding (which proof of claim may assert any and all Junior Liens on the Senior Collateral), and (ii) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any Person objecting to or otherwise seeking the disallowance of the claims (or any portions thereof, including any such claims for Post-Petition Interest) and/or Junior Liens of the Junior-Lien Junior Secured Parties on the Shared Senior Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents Junior Representative imposed hereby. The provisions of this Section 5.1 are supplemental to, and shall not be interpreted or construed to limit or contradict the provisions of, Section 2.2 hereof, which shall continue to apply during any Insolvency Proceeding.

Filing of Motions. Until the Discharge of First-Lien First Priority Obligations Payment Date has occurred, each Junior-Lien Authorized the Second Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Second Priority Secured Parties that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action in each case that (a) violates, or is prohibited by, this Article VI Section 5 (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized Representative, the Junior-Lien Collateral Agents or Junior-Lien Second Priority Secured Parties, in whole or in part, as a result of their interest in the Shared Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by any First-Lien Collateral Agent the First Priority Representative or any other First-Lien First Priority Secured Party with respect to the Shared Common Collateral, or the extent to which the First-Lien First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Second Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition of to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the any claims of the Junior-Lien Second Priority Secured Parties on the Shared Common Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents Second Priority Representative imposed hereby. The First Priority Representative agrees on behalf of itself and the other First Priority Secured Parties that no First Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that challenges the validity, priority, enforceability or voidability of any Liens or claims held by the Second Priority Representative or any other Second Priority Secured Party, or the extent to which the Second Priority Obligations constitute secured claims under Section 506(a) of the Bankruptcy Code or otherwise.

Filing of Motions. Until the Discharge of First-Lien First Priority Obligations Payment Date has occurred, each Junior-Lien Authorized the Second Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Second Priority Secured Parties that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation ProceedingProceeding with respect to any Loan Party, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action in each case that (a) violates, or is prohibited by, this Article VI Section 5 (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized Representative, the Junior-Lien Collateral Agents Second Priority Representative or Junior-Lien Second Priority Secured Parties, in whole or in part, as a result of their interest in the Shared Common Collateral or in the Second Priority Lien (unless the assertion of such right is expressly permitted by not in violation of this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by any First-Lien Collateral Agent the First Priority Representative or any other First-Lien First Priority Secured Party with respect to the Shared CollateralParty, or the extent to which the First-Lien First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Second Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof claim or statement of claim interest in an Insolvency or Liquidation Proceeding and with respect to any Loan Party, (ii) file any necessary responsive or defensive pleadings in opposition of to any motion motion, claim, adversary proceeding or other pleadings pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior-Lien Second Priority Secured Parties, including any claims secured by the Common Collateral, if any, or otherwise make any agreements or file any motions or objections pertaining to the claims of the Second Priority Secured Parties, in each case in accordance with and not inconsistent with the terms of this Agreement in order to create, perfect, preserve or protect its Liens on the Common Collateral, (iii) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Loan Parties arising under either any Insolvency Proceeding with respect to any Loan Party or applicable non- bankruptcy law and not inconsistent with the terms of this Agreement, (iv) make a bid on all or any portion of the Common Collateral in any foreclosure proceeding or action, including, for the avoidance of doubt and without limitation, any sale pursuant to Section 363 of the Bankruptcy Code, which bid shall include a cash portion at least equal to the First Priority Obligations and (v) take such other actions which are not adverse to the Liens and interests of the First Priority Secured Parties or otherwise inconsistent with the priorities of this Agreement (including as to releases and including under Section 3.1) to preserve and protect its second priority Lien on the Shared Common Collateral, in each case with respect to the foregoing clauses (i) through (v), subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents Second Priority Representative imposed hereby.

Filing of Motions. Until the Discharge of First-First Lien Priority Obligations Payment Date has occurred, each Junior-Second Lien Authorized Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Second Lien Priority Secured Parties that no Junior-Second Lien Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action in each case that (a) violates, or is prohibited by, this Article VI Section 5 (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-such Second Lien Authorized Representative, the Junior-Priority Representative or Second Lien Collateral Agents or Junior-Lien Priority Secured Parties, in whole or in part, as a result of their interest in the Shared Common Collateral or in the Second Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by any First-the First Lien Collateral Agent Priority Representatives or any other First-First Lien Priority Secured Party with respect to the Shared CollateralParty, or the extent to which the First-First Lien Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-each Second Lien Authorized Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior-Lien Secured Parties on the Shared CollateralProceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-such Second Lien Authorized Representatives and Junior-Lien Collateral Agents Priority Representative imposed hereby.

Filing of Motions. (a) Until the Discharge of First-Lien Obligations First Priority Claims has occurred, each Junior-Lien Authorized Representative and each Junior-Lien Collateral the Second Priority Agent agrees on behalf of itself and the other Junior-Lien Secured Parties Second Priority Lenders that no Junior-Lien Secured Party Second Priority Lender shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation in each case in respect of any such action that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized RepresentativeFirst Priority Collateral, including, without limitation, with respect to the Junior-Lien Collateral Agents or Junior-Lien Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims held by any First-Lien Collateral the First Priority Agent (including the validity and enforceability thereof) or any other First-Lien Secured Party with respect to the Shared Collateral, or the extent to which the First-Lien Obligations constitute secured claims First Priority Lender or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Representative or the Designated Junior-Lien Collateral Agent Second Priority Lenders may (i) file a proof of claim pursuant to Section 3.1(a)(ii)(A). (b) Until the Discharge of Second Priority Claims has occurred, the First Priority Agent agrees on behalf of itself and the other First Priority Lenders that no First Priority Lender shall, in an or in connection with any Insolvency or Liquidation Proceeding and (ii) Proceeding, file any necessary responsive pleadings or defensive pleadings in opposition motions, take any position at any hearing or proceeding of any motion or other pleadings made by any Person objecting to nature, or otherwise seeking the disallowance take any action whatsoever, in each case in respect of any of the Second Priority Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the Second Priority Agent (including the validity and enforceability thereof) or any other Second Priority Lender or the value of any claims of such parties under Section 506(a) of the Junior-Lien Secured Parties on Bankruptcy Code or otherwise; provided that the Shared Collateral, subject First Priority Lenders may file a proof of claim pursuant to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents imposed herebySection 3.1(b)(ii)(A).

Filing of Motions. Until the Discharge of First-Lien First Priority Obligations Payment Date has occurred, each Junior-Lien Authorized the Second Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Second Priority Secured Parties that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action in each case that (a) violates, or is prohibited by, this Article VI Section 5 (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), ) or (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized Representative, the Junior-Lien Collateral Agents or Junior-Lien Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the extent, validity, priority, enforceability or voidability of any Liens or claims held by any First-Lien Collateral Agent the First Priority Representative or any other First-Lien First Priority Secured Party with respect to the Shared CollateralParty, or the extent to which the First-Lien First Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Second Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim or statement of interest in an Insolvency or Liquidation Proceeding and Proceeding, (ii) take any action (not adverse to the priority status of the First Priority Liens or the rights of the First Priority Secured Parties) in order to create, perfect, preserve or protect Liens or claims held by the Second Priority Representative or Second Priority Secured Parties, (iii) file any necessary or appropriate responsive or defensive pleadings in opposition of to any motion motion, adversary proceeding, or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the any claims or Liens of the Junior-Lien Second Priority Secured Parties on the Shared Common Collateral, subject (iv) file any responsive or defensive pleadings, objections, motions or agreements that assert rights or interests available to unsecured creditors (including objections to the limitations contained in disallowance of claims of the Second Priority Secured Parties) not inconsistent with the terms of this Agreement and only if (v) 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 and consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents imposed herebyof this Agreement.

Filing of Motions. Until the Discharge of First-First Lien Senior Priority Obligations Payment Date has occurred, each Junior-the First Lien Authorized Junior Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-First Lien Junior Priority Secured Parties that no Junior-First Lien Junior Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action in each case that (a) violates, or is prohibited by, this Article VI Section 5 (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-First Lien Authorized Representative, the Junior-Junior Priority Representative or First Lien Collateral Agents or Junior-Lien Junior Priority Secured Parties, in whole or in part, as a result of their interest in the Shared Common Collateral or in the First Lien Junior Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by any First-the First Lien Collateral Agent Senior Priority Representative or any other First-First Lien Senior Priority Secured Party with respect to the Shared CollateralParty, or the extent to which the First-First Lien Senior Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-First Lien Authorized Junior Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior-Lien Secured Parties on the Shared CollateralProceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-First Lien Authorized Representatives and Junior-Lien Collateral Agents Junior Priority Representative imposed hereby.

Filing of Motions. Until the Discharge of First-Lien First Priority Obligations Payment Date has occurred, each Junior-Lien Authorized the Second Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Second Priority Secured Parties that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings pleading or motionsmotion, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation in each case in respect of any such action that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized RepresentativeCommon Collateral, including with respect to the Junior-Lien Collateral Agents or Junior-Lien Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims (including the validity and enforceability thereof) held by any First-Lien Collateral Agent the First Priority Representative or any other First-Lien First Priority Secured Party with respect to the Shared Collateral, or the extent to which the First-Lien Obligations constitute secured claims or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; , provided that (a) in any Insolvency Proceeding, the Designated Junior-Lien Authorized Second Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim or statement of interest with respect to the applicable Second Priority Liens, (b) the Second Priority Representative may take any such action (not adverse to the First Priority Liens on the Common Collateral securing the First Priority Obligations, or the rights of either the First Priority Representative or the other First Priority Secured Parties to exercise remedies in an Insolvency respect thereof) to the extent required to prove, perfect, preserve or Liquidation Proceeding protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Common Collateral, (iic) the Second Priority Representative may file any necessary or responsive or defensive pleadings in opposition of to any motion motion, adversary proceeding or other pleadings made pleading filed by any Person objecting to or otherwise seeking the disallowance of the claims claim or Lien of such Second Priority Representative or any other Second Priority Secured Party and (d) the Junior-Lien Second Priority Representative and each other Second Priority Secured Parties Party may vote on the Shared Collateralany plan of reorganization in any Insolvency Proceeding, subject in each case (a) through (d) above to the limitations contained extent such action is not inconsistent with, and could not result in this Agreement and only if consistent with a resolution inconsistent with, the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents imposed herebyof this Agreement.

Filing of Motions. Until the Discharge of First-Lien First Priority Obligations Payment Date has occurred, each Junior-Lien Authorized the Second Priority Representative and each Junior-Lien Collateral Agent agrees agrees, on behalf of itself and the other Junior-Lien Second Priority Secured Parties Parties, that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation in each case in respect of any such action that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized RepresentativeCommon Collateral, including, without limitation, with respect to the Junior-Lien Collateral Agents or Junior-Lien Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims held by any First-Lien Collateral Agent the First Priority Representative (including the validity and enforceability thereof) or any other First-Lien First Priority Secured Party with respect to the Shared Collateral, or the extent to which the First-Lien Obligations constitute secured claims or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Second Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings may vote such claim in opposition the context of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance a plan of the claims of the Junior-Lien Secured Parties on the Shared Collateralreorganization in such Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents Second Priority Representative imposed hereby; provided, however, that the Second Priority Representative may file a proof of claim in an Insolvency Proceeding and may vote such claim in the context of a plan of reorganization in such Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby, and the Second Priority Representative may file a motion pursuant to Section 506(b) of the Bankruptcy Code.

Filing of Motions. Until the Discharge of First-Lien Second Priority Obligations Payment Date has occurred, each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent agrees Third Priority Representative, on behalf of itself and the other Junior-Lien Third Priority Secured Parties it represents, agrees that no Junior-Lien Third Priority Secured Party shall, in or in connection with any Insolvency or Liquidation ProceedingProceeding involving any Loan Party, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action in each case that (a) violates, or is prohibited by, this Article VI Section 5 (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized Representative, the Junior-Lien Collateral Agents Third Priority Representatives or Junior-Lien Third Priority Secured Parties, in whole or in part, as a result of their interest in the Shared Common Collateral or in the Third Priority Liens (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by any First-Lien Collateral Agent the Second Priority Representative or any other First-Lien Second Priority Secured Party with respect to the Shared CollateralParty, or the extent to which the First-Lien Second Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Representative or the Designated Junior-Lien Collateral Agent Third Priority Representatives may (i) file a proof proofs of claim in an Insolvency or Liquidation Proceeding and (ii) file involving any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior-Lien Secured Parties on the Shared CollateralLoan Party, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Third Priority Representatives and Junior-Lien Collateral Agents imposed hereby.

Filing of Motions. Until (i) The Term Agent agrees for itself and on behalf of the Discharge of First-Lien Obligations other Term Secured Parties that, until the ABL Priority Claims Payment Date has occurred, each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Secured Parties that no Junior-Lien Term Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file take any action or support any other Person in taking any action with respect to the ABL Priority Collateral or the validity or enforceability of any of the ABL Documents or any of the ABL Obligations thereunder, including by filing any pleadings or motions, take motions or taking any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action that (ai) violates, or is prohibited by, this Article VI V (oror would, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (bii) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized Representative, the Junior-Lien Collateral Agents Term Agent or Junior-Lien Term Secured Parties, in whole or in part, as a result of their interest in the Shared ABL Priority Collateral or from any Term Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (ciii) challenges relates in any way to the validity, priority, enforceability or voidability determination of any Liens or claims held by any First-Lien Collateral the ABL Agent (including the validity and enforceability thereof) or any other First-Lien ABL Secured Party with respect to the Shared Collateral, or the extent to which the First-Lien Obligations constitute secured claims or the value thereof of any claim of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-Lien Authorized Representative or the Designated Junior-Lien Collateral Term Agent may (iA) file a proof of claim or statement of interest with respect to the Term Obligations in an Insolvency Proceeding (provided that, in the event the Term Agent has failed to file any such proof of claim or Liquidation Proceeding and statement of interest within ten days prior to the bar date applicable to such claim, the ABL Agent may, but shall not be obligated to) file any such proof of claim or statement of interest on behalf of the Term Agent), (iiB) file any necessary responsive or defensive pleadings in opposition of to any motion motion, claim, adversary proceeding or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims Liens of the Junior-Lien Term Secured Parties on the Shared CollateralABL Priority Collateral and (C) vote on any plan of reorganization in any Insolvency Proceeding, in each case, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents imposed hereby.

Filing of Motions. Until the Discharge of First-Lien First Priority Obligations Payment Date has occurred, each Junior-Lien Authorized the Second Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Second Priority Secured Parties that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings pleading or motionsmotion, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action whatsoever that (a) violates, or is prohibited by, this Article VI (or, in adverse to the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized Representative, the Junior-Lien Collateral Agents or Junior-Lien First Priority Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by any First-Lien Collateral Agent or any other First-Lien Secured Party with respect to the Shared Common Collateral, including with respect to the determination of any Liens (including the validity and enforceability thereof) held by the First Priority Representative or any other First Priority Secured Party on the extent to which the First-Lien Obligations constitute secured claims Common Collateral or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwiseCode; provided that (a) in any Insolvency or Liquidation Proceeding, the Designated Junior-Lien Authorized Second Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim or statement of interest with respect to the applicable Second Priority Liens and (b) the Second Priority Representative or any Second Priority Secured Party may (i) take any such action (not adverse to the First Priority Liens on the Common Collateral securing the First Priority Obligations, or the rights of either the First Priority Representative or the other First Priority Secured Parties to exercise remedies in an Insolvency respect thereof) to the extent required to create, prove, perfect, preserve or Liquidation Proceeding protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Common Collateral, (ii) otherwise file any necessary responsive or defensive pleadings in opposition of to any motion motion, claim, adversary proceeding, or other pleadings pleading made by any Person person objecting to or otherwise seeking the disallowance of the claims its claims, in each case of the Junior-Lien Secured Parties on the Shared Collateral(a) and (b) above, subject to the limitations contained extent such action is not inconsistent with, and could not result in a resolution inconsistent with, the terms of this Agreement and only if consistent with the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents imposed herebyor (iii) exercise any rights or remedies permitted under Section 4.4 of this Agreement.

Filing of Motions. Until the Discharge of First-First Lien Senior Priority Obligations Payment Date has occurred, each Junior-First Lien Authorized Junior Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-First Lien Junior Priority Secured Parties that no Junior-First Lien Junior Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation any such action in each case that (a) violates, or is prohibited by, this Article VI Section 5 (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-such First Lien Authorized Representative, the Junior-Junior Priority Representative or First Lien Collateral Agents or Junior-Lien Junior Priority Secured Parties, in whole or in part, as a result of their interest in the Shared Common Collateral or in the First Lien Junior Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by any First-the First Lien Collateral Agent Senior Priority Representatives or any other First-First Lien Senior Priority Secured Party with respect to the Shared CollateralParty, or the extent to which the First-First Lien Senior Priority Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Designated Junior-each First Lien Authorized Junior Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding and (ii) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior-Lien Secured Parties on the Shared CollateralProceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Junior-such First Lien Authorized Representatives and Junior-Lien Collateral Agents Junior Priority Representative imposed hereby.

Filing of Motions. Until the Discharge of First-Lien First Priority Obligations Payment Date has occurred, each Junior-Lien Authorized the Second Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Second Priority Secured Parties that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation ProceedingProceeding involving any Loan Party, file any pleadings pleading or motionsmotion, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation in each case in respect of any such action that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized RepresentativeCommon Collateral, including with respect to the Junior-Lien Collateral Agents or Junior-Lien Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims (including the validity, priority and enforceability thereof) held by any First-Lien Collateral Agent the First Priority Representative or any other First-Lien First Priority Secured Party with respect to the Shared Collateral, or the extent to which the First-Lien Obligations constitute secured claims or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that (a) in any Insolvency Proceeding involving any Loan Party, the Designated Junior-Lien Authorized Second Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim in an Insolvency or Liquidation Proceeding statement of interest with respect to the applicable Second Priority Liens and (iib) file the Second Priority Representative may take any necessary responsive such action (not adverse to the First Priority Liens on the Common Collateral securing the First Priority Obligations, or defensive pleadings in opposition the rights of any motion either the First Priority Representative or the other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Junior-Lien First Priority Secured Parties on to exercise remedies in respect thereof) to the Shared extent required to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Common Collateral, subject in each case of (a) and (b) above, to the limitations contained extent such action is not inconsistent with, and could not result in this Agreement and only if consistent with a resolution inconsistent with, the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents imposed herebyof this Agreement.

Filing of Motions. Until Except as expressly set forth in this Article 6, until the Discharge of First-Lien Term Loan Obligations has occurred, each Junior-Lien Authorized Representative and each Junior-Lien the Notes Collateral Agent agrees on behalf of itself and the other Junior-Lien Notes Secured Parties that no Junior-Lien such Notes Secured Party shall, shall in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation in each case in respect of any such action that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized RepresentativeCollateral, including, without limitation, with respect to the Junior-Lien Collateral Agents or Junior-Lien Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims (including the validity and enforceability thereof) held by any First-Lien the Term Loan Collateral Agent or any other First-Lien Term Loan Secured Party with respect to the Shared Collateral, or the extent to which the First-Lien Obligations constitute secured claims or the value thereof under Section 506(a) of the Bankruptcy Code or otherwiseany claims of such parties; provided that the Designated Junior-Lien Authorized Representative or the Designated Junior-Lien Collateral Agent each Notes Secured Party may (i) file a proof of claim claims in an any Insolvency Proceeding that has been commenced by or Liquidation Proceeding and against any Credit Party, (ii) file a claim or statement of interest with respect to any necessary responsive of the Notes Obligations owed to it in any Insolvency Proceeding that has been commenced by or defensive pleadings in opposition against any Credit Party, (iii) file any pleading, motion, objection or agreement, and take any position at any hearing or proceeding, under any Insolvency Proceeding that has been commenced by or against any Credit Party which asserts rights available to unsecured creditors of any motion Credit Party arising under such Insolvency Proceeding or other pleadings made by any Person objecting to or otherwise seeking the disallowance applicable non-bankruptcy law, in each case of the claims of the Junior-Lien Secured Parties on the Shared Collateralforegoing clauses (i), (ii) and (iii), subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations imposed hereby on the Junior-Lien Authorized Representatives Notes Secured Parties, and Junior-Lien Collateral Agents imposed hereby(iv) vote in favour of or against any plan of reorganization in an Insolvency Proceeding of any Credit Party.

Filing of Motions. Until the Discharge of First-First Lien Obligations Payment Date has occurred, each Junior-Lien Authorized the Second Priority Representative and each Junior-Lien Collateral Agent agrees on behalf of itself and the other Junior-Lien Second Priority Secured Parties that no Junior-Lien Second Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings pleading or motionsmotion, take any position at any hearing or proceeding of any nature, join with or support any other Person doing so, or otherwise take any action whatsoever, including without limitation in each case in respect of any such action that (a) violates, or is prohibited by, this Article VI (or, in the absence of an Insolvency or Liquidation Proceeding, otherwise would violate or be prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Junior-Lien Authorized RepresentativeCommon Collateral, including with respect to the Junior-Lien Collateral Agents or Junior-Lien Secured Parties, in whole or in part, as a result of their interest in the Shared Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability determination of any Liens or claims (including the validity and enforceability thereof) held by any First-Lien Collateral Agent the First Priority Representative or any other First-Lien First Priority Secured Party with respect to the Shared Collateral, or the extent to which the First-Lien Obligations constitute secured claims or the value thereof of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that (a) in any Insolvency or Liquidation Proceeding, the Designated Junior-Lien Authorized Second Priority Representative or the Designated Junior-Lien Collateral Agent may (i) file a proof of claim or statement of interest with respect to the applicable Second Priority Liens and (b) the Second Priority Representative may (i) take any such action (not adverse to the First Priority Liens on the Common Collateral securing the First Lien Obligations, or the rights of either the First Priority Representative or the other First Priority Secured Parties to exercise remedies in an Insolvency respect thereof) to the extent required to create, prove, perfect, preserve or Liquidation Proceeding protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Common Collateral or (ii) otherwise file any necessary responsive or defensive pleadings in opposition of to any motion motion, claim, adversary proceeding, or other pleadings pleading made by any Person person objecting to or otherwise seeking the disallowance of the claims its claims, in each case of the Junior-Lien Secured Parties on the Shared Collateral(a) and (b) above, subject to the limitations contained extent such action is not inconsistent with, and could not result in this Agreement and only if consistent with a resolution inconsistent with, the terms and the limitations on the Junior-Lien Authorized Representatives and Junior-Lien Collateral Agents imposed herebyof this Agreement.