Common use of Filing of Motions Clause in Contracts

Filing of Motions. (a) Until the ABL Obligations Payment Date has occurred, the Term Loan Agent agrees on behalf of itself and the other Term Loan Secured Parties that no Term Loan Secured Party shall, in or in connection with any Insolvency Proceeding, take 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 or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured Parties, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) or any other ABL Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 Term Loan Secured Parties on the ABL Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.

Filing of Motions. (a) Until the ABL First Priority Obligations Payment Date has occurred (and, in the case of the Junior Priority Representative and the other Junior Priority Secured Parties, until both the First Priority Obligations Payment Date and the Second Lien Obligations Payment Date have occurred), (a) the Term Loan Agent Second Priority Representative agrees on behalf of itself and the other Term Loan Second Priority Secured Parties that no Term Loan Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent Second Priority Representative or Term Loan Second Priority Secured Parties, in whole or in part, as a result of their interest in the ABL Priority Common Collateral or in the Term Loan Second Priority Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the ABL Agent First Priority Representative (including the validity and enforceability thereof) or any other ABL First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Agent may (A) file a proof of claim in an Insolvency Proceeding , and (B) 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 Term Loan Secured Parties on the ABL Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent Junior Priority Representative agrees on behalf of itself and the other ABL Junior Priority Secured Parties that no ABL Junior Priority Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent Junior Priority Representative or ABL Junior Priority Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Common Collateral or in any ABL the Junior Priority Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by (x) the Term Loan Agent First Priority Representative (including the validity and enforceability thereof) or any other Term Loan First Priority Secured Party or (y) the Second Priority Representative (including the validity and enforceability thereof) or any other Second Priority Secured Party, or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent Second Priority Representative and the Junior Priority Representative may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority CollateralProceeding, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent Second Priority Representative or the Junior Priority Representative, as applicable, imposed hereby.

Filing of Motions. (a) Until the ABL First Lien Obligations Payment Date has occurred, the Term Loan Second Lien Agent agrees on behalf of itself and the other Term Loan Second Lien Secured Parties that no Term Loan Second Lien Secured Party shall, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesCommon Collateral, in whole or in partincluding, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the ABL Collateral Agent, the First Lien Agent (including the validity and enforceability thereof) or any other ABL First Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that that, in accordance with and subject to the Term Loan limitations contained in this Agreement, and only if consistent with the terms and limitations on Second Lien Agent and Second Lien Secured Parties imposed hereby: (a) in any Insolvency Proceeding, Second Lien Agent may (A) file a proof claim or statement of claim interest with respect to the Second Lien Obligations; (b) Second Lien Agent may take any action not adverse to Liens on Common Collateral securing the First Lien Obligations or adverse to the rights of any First Lien Secured Party with respect thereto, in an Insolvency Proceeding and order to preserve or protect Liens on Common Collateral securing the Second Lien Obligations; (Bc) Second Lien Secured Parties may 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 Term Loan Second Lien Secured Parties on the ABL Priority Parties, including without limitation claims secured by Common Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed hereby.any; (bd) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take Second Lien Secured Parties may file any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunderpleadings, including by filing any pleadings or objections, motions or taking any position at any hearing agreements which assert rights or proceeding interests available to unsecured creditors of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties Credit Parties arising under Section 506(a) of the Bankruptcy Code or otherwiseother bankruptcy, insolvency, reorganization, receivership or similar law; provided that and (e) Second Lien Agent or Second Lien Secured Parties may exercise any of their respective rights and remedies with respect to Common Collateral after the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) file any necessary responsive or defensive pleadings in opposition expiration of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed herebyStandstill Period.

Filing of Motions. (a) Until the ABL First Lien Obligations Payment Date has occurred, the Term Loan Second Lien Agent agrees on behalf of itself and the other Term Loan Second Lien Secured Parties that no Term Loan Second Lien Secured Party shall, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesCollateral, in whole or in partincluding, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the ABL Collateral Agent, the First Lien Agent (including the validity and enforceability thereof) or any other ABL First Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that that, in accordance with and subject to the Term Loan limitations contained in this Agreement, and only if consistent with the terms and limitations on Second Lien Agent and Second Lien Secured Parties imposed hereby: (a) in any Insolvency Proceeding, Second Lien Agent may (A) file a proof claim or statement of claim interest with respect to the Second Lien Obligations; (b) Second Lien Agent may take any action not adverse to Liens on Collateral securing the First Lien Obligations or adverse to the rights of any First Lien Secured Party with respect thereto, in an Insolvency Proceeding and order to preserve or protect Liens on Collateral securing the Second Lien Obligations; (Bc) Second Lien Secured Parties may 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 Term Loan Second Lien Secured Parties on the ABL Priority Parties, including without limitation claims secured by Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed hereby.any; (bd) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take Second Lien Secured Parties may file any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunderpleadings, including by filing any pleadings or objections, motions or taking any position at any hearing agreements which assert rights or proceeding interests available to unsecured creditors of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties Obligors arising under Section 506(a) of the Bankruptcy Code or otherwiseother bankruptcy, insolvency, reorganization, receivership or similar law; provided that and (e) Second Lien Agent or Second Lien Secured Parties may exercise any of their respective rights and remedies with respect to Collateral after the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) file any necessary responsive or defensive pleadings in opposition expiration of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed herebyStandstill Period.

Filing of Motions. (a) Until the ABL Obligations Payment Date has occurred, the Term Loan Indenture Agent agrees on behalf of itself and the other Term Loan Indenture Secured Parties that no Term Loan Indenture Secured Party shall, in or in connection with any Insolvency Proceeding, take 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 or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 6 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Indenture Agent or Term Loan Indenture Secured Parties, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Indenture Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) or any other ABL Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Indenture Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 Term Loan Indenture Secured Parties on the ABL Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Indenture Agent imposed hereby. (b) Until the Term Loan Indenture Obligations Payment Date has occurred, the ABL Agent agrees agrees, on behalf of itself and the other ABL Secured Parties Parties, that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Indenture Priority Collateral or the validity or enforceability of any of the Term Loan Indenture Documents or any of the Term Loan Indenture Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 6 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or the other ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Indenture Priority Collateral or in any ABL Lien on the Term Loan Indenture Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Indenture Agent (including the validity and enforceability thereof) or any other Term Loan Indenture Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Indenture Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.

Filing of Motions. (a) Until the ABL First Priority Obligations Payment Date has occurred, the Term Loan Agent Junior Priority Representative agrees on behalf of itself and the other Term Loan Junior Priority Secured Parties that no Term Loan Junior Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading or motion, take 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 or taking any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesShared Collateral, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way including with respect to the determination of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) held by the First Priority Representative or any other ABL First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that (a) in any Insolvency Proceeding, the Term Loan Agent Junior Priority Representative may (A) file a proof of claim or statement of interest with respect to the applicable Junior Priority Liens, (b) the Junior Priority Representative may take any such action (not adverse to the First Priority Liens on the Shared Collateral securing the First Priority Obligations, or the rights of either the First Priority Representative or the First Priority Secured Parties to exercise remedies in an respect thereof) to the extent required to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Shared Collateral, (c) in any Insolvency Proceeding and (B) Proceeding, the Junior Priority Representative may file any necessary or responsive or defensive pleadings pleading 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 Junior Priority Representative or any Junior Priority Secured Party, (d) the Term Loan Secured Parties on Junior Priority Representative may file any pleadings, objections, motions or agreements which assert rights available to unsecured creditors arising under any Insolvency Proceeding or applicable non-bankruptcy law and (e) the ABL Junior Priority Collateral, in Representative and each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Junior Priority Secured Party shall, may vote on any plan of reorganization in or in connection with any Insolvency ProceedingProceedings; provided, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any naturehowever, that in the case of each case of clauses (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreementa), (iib), (c), (d) asserts any rightand (e) above, benefit or privilege that arises such actions are permitted only to the extent such actions are not inconsistent with, and could not result in favor a resolution inconsistent with, the terms of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.

Filing of Motions. (a) Until the ABL Revolving Facility Obligations Payment Date has occurred, the Term Loan Facility Agent agrees on behalf of itself and the other Term Loan Facility Secured Parties that no Term Loan Facility Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the ABL Revolving Facility Priority Collateral or the validity or enforceability of any of the ABL Revolving Facility Documents or any of the ABL Revolving Facility Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Facility Agent or Term Loan Facility Secured Parties, in whole or in part, as a result of their interest in the ABL Revolving Facility Priority Collateral or in the Term Loan Facility Lien on the ABL Revolving Facility Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the ABL Revolving Facility Agent (including the validity and enforceability thereof) or any other ABL Revolving Facility Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Facility Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 Term Loan Facility Secured Parties on the ABL Revolving Facility Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Facility Agent imposed hereby. (b) Until the Term Loan Facility Obligations Payment Date has occurred, the ABL Revolving Facility Agent agrees on behalf of itself and the other ABL Revolving Facility Secured Parties that no ABL Revolving Facility Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Facility Priority Collateral or the validity or enforceability of any of the Term Loan Facility Documents or any of the Term Loan Facility Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Revolving Facility Agent or ABL Revolving Facility Secured Parties, in whole or in part, as a result of their interest in the Term Loan Facility Priority Collateral or in any ABL Revolving Facility Lien on the Term Loan Facility Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Facility Agent (including the validity and enforceability thereof) or any other Term Loan Facility Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Revolving Facility Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Revolving Facility Secured Parties on the Term Loan Facility Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Revolving Facility Agent imposed hereby.

Filing of Motions. (a) Until Except as otherwise set forth in and expressly permitted by this Agreement, until the ABL Senior Obligations Payment Date has occurred, the Term Loan Agent Junior Representative agrees on behalf of itself and the other Term Loan Junior Secured Parties that no Term Loan Junior Secured Party shall, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesSenior Collateral, in whole or in partincluding, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the ABL Agent Senior Representative (including the validity and enforceability thereof) or any other ABL Senior Secured Party in respect of any Senior Collateral or the value 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 the Term Loan Agent Junior Representative or any other Junior Secured Party may (Ai) file a proof of claim in an Insolvency Proceeding and Proceeding, (Bii) 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 Term Loan Junior Secured Parties on the ABL Priority Senior Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent Junior Representative imposed hereby. , (biii) Until file any reasonably necessary pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Term 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 Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shallCollateral, (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 or in connection with any Insolvency Proceeding, take to the extent not prohibited by or in any action way inconsistent with the provisions hereof and (vii) present a cash bid at any auction or hearing, or with respect to the Term Loan Priority Collateral or the validity or enforceability any disposition of any of the Term Loan Documents or any of the Term Loan Obligations thereunderCollateral, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) 363 of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.

Filing of Motions. (a) Until the ABL Obligations Payment Date Discharge of Credit Facility Claims has occurred, the Term Loan Agent agrees each Priority Lien Representative, on behalf of itself and the other Term Loan Secured Parties it represents, agrees that no Term Loan Priority Lien Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesCredit Facility Priority Collateral, in whole or in partincluding, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the ABL Credit Facility Agent (including the validity and enforceability thereof) or any other ABL Secured Party Credit Facility Lender or the value of any claims of such parties under Section 506(a) of Title 11 of the Bankruptcy United States Code or otherwise; provided that the Term Loan Agent Priority Lien Secured Parties may (A) file a proof of claim in an Insolvency Proceeding and (B) file any necessary responsive or defensive pleadings in opposition a statement of any motion or other pleadings made by any Person objecting interest pursuant to or otherwise seeking the disallowance of the claims of the Term Loan Secured Parties on the ABL Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed herebySection 3.1(a)(ii)(A). (b) Until the Term Loan Discharge of Priority Lien Obligations Payment Date has occurred, the ABL Credit Facility Agent agrees on behalf of itself and the other ABL Secured Parties Credit Facility Lenders that no ABL Secured Party Credit Facility Lender shall, in or in connection with any Insolvency or Liquidation Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured PartiesIndenture Priority Collateral, in whole or in partincluding, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the Term Loan Agent any Priority Lien Secured Party (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of Title 11 of the Bankruptcy United States Code or otherwise; provided that the ABL Agent Credit Facility Lenders may (A) file a proof of claim or a statement of interest pursuant to Section 3.2(a)(ii)(A). (c) Until the Discharge of Priority Lien Obligations and the Discharge of Credit Facility Claims has occurred, each Subordinated Lien Representative agrees on behalf of itself and the other Subordinated Lien Secured Parties that no Subordinated Lien Secured Party shall, in an or in connection with any Insolvency Proceeding and (B) or Liquidation 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 of the claims of the ABL Secured Parties on the Term Loan Priority Collateraltake any action whatsoever, in each case subject in respect of any of the Common Collateral, including, without limitation, with respect to the limitations contained in this Agreement determination of any Liens or claims held by any of the Credit Facility Lenders or Priority Lien Secured Parties (including the validity and only if consistent with enforceability thereof) or the terms and value of any claims of such parties under Section 506(a) of Title 11 of the limitations on United States Code or otherwise; provided that the ABL Agent imposed herebySubordinated Lien Secured Parties may file a proof of claim or a statement of interest pursuant to Section 3.1(a)(ii)(A) or Section 3.2(a)(ii)(A).

Filing of Motions. (a) Until the ABL Obligations Payment Date has occurred, the Term Loan Agent Representative agrees on behalf of itself and the other Term Loan Secured Parties that no Term Loan Secured Party shall, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesABL Collateral, in whole or in partincluding, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the ABL Agent Representative (including the validity and enforceability thereof) or any other ABL Secured Party in respect of any ABL Collateral or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Agent Representative may (Ai) propose, support or prosecute any matter with respect to the Term Loan DIP Financing (as defined in Section 5.2(b)), (ii) file a proof of claim in an Insolvency Proceeding Proceeding, and (Biii) 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 Term Loan Secured Parties on the ABL Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent Representative imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent Representative agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the Term Loan Agent Representative (including the validity and enforceability thereof) or any other Term Loan Secured Party in respect of any Term Loan Collateral or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent Representative may (Ai) propose, support or prosecute any matter with respect to the ABL DIP Financing (as defined in Section 5.2(a)), (ii) file a proof of claim in an Insolvency Proceeding Proceeding, and (Biii) 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 ABL Secured Parties on the Term Loan Priority ABL Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.

Filing of Motions. (a) Until the ABL each Credit Agreement Obligations Payment Date has occurred, the Term Loan Agent each Secured Counterparty agrees on behalf of itself and the other Term Loan Secured Parties that no Term Loan Secured Party shallit shall not, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in respect of any of the Credit Agreement Secured Parties’ interests in the absence of an Insolvency ProceedingCredit Agreement Primary Collateral, otherwise would violate or be prohibited by this Agreement)including, (ii) asserts any rightwithout limitation, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured Parties, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way with respect to the determination of any Liens or claims held by the ABL Agent any Credit Agreement Representative (including the validity and enforceability thereof) or any other ABL Credit Agreement Secured Party or (ii) contesting the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 Term Loan Secured Parties on the ABL Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed hereby. (b) Until the Term Loan each Secured Counterparty Obligations Payment Date has occurred, the ABL Agent agrees each Credit Agreement Representatives on behalf of itself and the other ABL Credit Agreement Secured Parties agrees that no ABL Secured Party shallit shall not, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in respect of any of Secured Counterparties’ interests in the absence of an Insolvency ProceedingSecured Counterparty Primary Collateral, otherwise would violate or be prohibited by this Agreement)including, (ii) asserts any rightwithout limitation, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way with respect to the determination of any Liens or claims held by the Term Loan Agent any Secured Counterparty (including the validity and enforceability thereof) or any other Term Loan Secured Party or (ii) contesting the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided . (c) Until each Secured Counterparty Obligations Payment Date has occurred for all other Secured Counterparties, each Secured Counterparty agrees that it shall not, 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 (i) in respect of any of such other Secured Counterparties’ interests in such other Secured Counterparty’s Secured Counterparty Primary Collateral, including, without limitation, with respect to the ABL Agent determination of any Liens or claims held by such Secured Counterparty (including the validity and enforceability thereof) or (ii) contesting the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise. (d) Until each Credit Agreement Obligations Payment Date and each Secured Counterparty Obligations Payment Date has occurred, Sowood agrees that it shall not, 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 (i) in respect of any of the Credit Agreement Secured Parties or the Secured Counterparties’ interests in the Collateral, including, without limitation, with respect to the determination of any Liens or claims held by any Credit Agreement Secured Party or any Secured Counterparty (including the validity and enforceability thereof) or (ii) contesting the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise. (e) Notwithstanding anything to the contrary in this Agreement, each Secured Counterparty, the Credit Agreement Representatives, each Credit Agreement Secured Party, and Sowood may (A) file a proof of claim in an a Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority CollateralProceeding, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed herebyAgreement.

Filing of Motions. (a) Until During an Exclusive Enforcement Period, each of the ABL Obligations Payment Date has occurred, the Term Loan Agent agrees on behalf of itself and the other Term Loan Second Priority Secured Parties agrees that no Term Loan Secured Party shallit shall not, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case that (ia) violates, or is prohibited by, this Section 5 6 (or, in the absence of an Insolvency Proceeding, that otherwise would violate or be prohibited by this Agreement), (iib) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan any Second Priority Secured PartiesParty, in whole or in part, as a result of their its interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iiic) relates in any way to challenges the determination validity, priority, enforceability or voidability of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) First Priority Representative or any other ABL First Priority Secured Party Party, or the extent to which the First Priority Obligations constitute secured claims or the value of any claims of such parties thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Agent any Second Priority Secured Party may (Ai) file a proof of claim in an Insolvency Proceeding and Proceeding, (Bii) vote on any plan of reorganization (except with respect to the Second Priority Subordinated Obligations), (iii) 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 Term Loan Secured Parties on the ABL Second Priority CollateralRepresentative, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent Second Priority Secured Parties imposed hereby. , (biv) Until bid for and purchase First Priority Collateral or Second Priority Collateral at any private or judicial foreclosure sale thereof, including by credit bidding all or a portion of the Term Loan Second Priority Obligations; provided that any such credit bid submitted on account of Second Priority Obligations Payment Date has occurredprovides for the payment in full in cash in immediately available funds of the First Priority Obligations (other than any Excess First Priority Obligations) and (v) subject to Section 2.1(b)(iv)(B), accelerate the ABL Agent Second Priority Obligations. The First Priority Representative agrees on behalf of itself and the other ABL First Priority Secured Parties that no ABL First Priority Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violatesthat challenges the validity, priority, enforceability or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination voidability of any Liens or claims held by any Second Priority Secured Party, or the Term Loan Agent (including extent to which the validity and enforceability thereof) or any other Term Loan Secured Party Second Priority Obligations constitute secured claims or the value of any claims of such parties thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.

Filing of Motions. (a) Until the ABL First Lien Obligations Payment Date has occurredhave been Paid in Full, each of the Term Loan Agent Second Lien Representatives agrees on behalf of itself and the other Term Loan Second Lien Secured Parties and each of the Third Lien Representatives agrees on behalf of itself and the other Third Lien Secured Parties that no Term Loan Second Lien Secured Party and no Third Lien Secured Party, as applicable, shall, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case in respect of any of the Collateral (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts including not objecting to any right, benefit or privilege that arises adequate protection in favor of the Term Loan Agent holders of the First Lien Obligations and not seeking or Term Loan Secured Partiesreceiving such adequate protection to the extent that adequate protection is not also received by the holders of the First Lien Obligations in respect thereof, it being understood that to the extent the holders of the First Lien Obligations shall be permitted to receive adequate protection, the holders of Second Lien Obligations may seek adequate protection under the conditions set forth in whole or in partSection 5.04), as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way including, without limitation, with respect to the determination of any Liens or claims held by the ABL Agent First Lien Representatives (including the validity and enforceability thereof) or any other ABL First Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Agent Second Lien Representatives and the Third Lien Representatives may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 Term Loan Secured Parties on the ABL Priority CollateralProceeding, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent Second Lien Representatives and the Third Lien Representatives imposed herebyhereby and may seek adequate protection subject to the terms of Section 5.04 of this Agreement. (b) Until To the Term Loan extent the First Lien Obligations Payment Date has occurredshall have been Paid in Full and so long as the Second Lien Obligations shall not have been Paid in Full, each of the ABL Agent Third Lien Representatives agrees on behalf of itself and the other ABL Third Lien Secured Parties that no ABL Third Lien Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case in respect of any of the Collateral (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts including not objecting to any right, benefit or privilege that arises adequate protection in favor of the ABL Agent holders of the Second Lien Obligations and not seeking or ABL Secured Partiesreceiving such adequate protection to the extent such adequate protection is not also received by the holders of the Second Lien Obligations in respect thereof, it being understood that to the extent the holders of the Second Lien Obligations shall be permitted to receive adequate protection, the holders of Third Lien Obligations may seek adequate protection under the conditions set forth in whole or in partSection 5.04), as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way including, without limitation, with respect to the determination of any Liens or claims held by the Term Loan Agent Second Lien Representatives (including the validity and enforceability thereof) or any other Term Loan Second Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent Third Lien Representatives may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority CollateralProceeding, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent Third Lien Representatives imposed herebyhereby and may seek adequate protection subject to the terms of Section 5.04 of this Agreement.

Filing of Motions. (a) Until the ABL First Priority Obligations Payment Date has occurred, the Term Loan Agent each Second Priority Representative agrees on behalf of itself and the other Term Loan Second Priority Secured Parties represented by it that no Term Loan Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case that (ia) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (iib) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Second Priority Secured Parties, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Common Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iiic) relates in any way to challenges the determination validity, priority, enforceability or voidability of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) any First Priority Representative or any other ABL First Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value of any claims of such parties thereof under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Agent Second Priority Representative may (Ai) file a proof of claim in an Insolvency Proceeding and (Bii) 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 Term Loan Second Priority Secured Parties on the ABL Priority Common Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent Second Priority Representative imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent . Each First Priority Representative agrees on behalf of itself and the other ABL First Priority Secured Parties represented by it that no ABL First Priority Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violatesthat challenges the validity, priority, enforceability or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination voidability of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) any Second Priority Representative or any other Term Loan Second Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed herebyParty.

Filing of Motions. (a) Until the ABL First Priority Obligations Payment Date has occurred, the Term Loan Agent Junior Priority Representative agrees on behalf of itself and the other Term Loan Junior Priority Secured Parties that no Term Loan Junior Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading or motion, take 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 or taking any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesShared Collateral, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way including with respect to the determination of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) held by the First Priority Representative or any other ABL First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that (a) in any Insolvency Proceeding, the Term Loan Agent Junior Priority Representative may (A) file a proof of claim or statement of interest with respect to the applicable Junior Priority Liens, (b) the Junior Priority Representative may take any such action (not adverse to the First Priority Liens on the Shared Collateral securing the First Priority Obligations, or the rights of either the First Priority Representative or the First Priority Secured Parties to exercise remedies in an respect thereof) to the extent required to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Shared Collateral, (c) in any Insolvency Proceeding and (B) Proceeding, the Junior Priority Representative may file any necessary or responsive or defensive pleadings pleading 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 Junior Priority Representative or any Junior Priority Secured Party, (d) the Term Loan Secured Parties on Junior Priority Representative may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors arising under any Insolvency Proceeding or applicable non-bankruptcy law, and (e) the ABL Junior Priority Collateral, in Representative and each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Junior Priority Secured Party shall, may vote on any plan of reorganization in or in connection with any Insolvency ProceedingProceedings; provided, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any naturehowever, that in the case of each case of clauses (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreementa), (iib), (c), (d) asserts any rightand (e) above, benefit or privilege that arises such actions are permitted only to the extent such actions are not inconsistent with, and could not result in favor a resolution inconsistent with, the terms of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.

Filing of Motions. (a) Until the ABL First Lien Obligations Payment Date has occurred, the Term Loan Second Lien Agent agrees on behalf of itself and the other Term Loan Second Lien Secured Parties that no Term Loan Second Lien Secured Party shall, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesCollateral, in whole or in partincluding, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the ABL Collateral Agent, the First Lien Agent (including the validity and enforceability thereof) or any other ABL First Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that that, in accordance with and subject to the Term Loan limitations contained in this Agreement, and only if consistent with the terms and limitations on Second Lien Agent and Second Lien Secured Parties imposed hereby: (a) in any Insolvency Proceeding, Second Lien Agent may (A) file a proof claim or statement of claim interest with respect to the Second Lien Obligations; (b) Second Lien Agent may take any action not adverse to Liens on Collateral securing the First Lien Obligations or adverse to the rights of any First Lien Secured Party with respect thereto, in an Insolvency Proceeding and order to preserve or protect Liens on Collateral securing the Second Lien Obligations; (Bc) Second Lien Secured Parties may 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 Term Loan Second Lien Secured Parties on the ABL Priority including, without limitation, claims secured by Collateral, in each case subject to if any; it being agreed and understood that the limitations contained in this Agreement and only if consistent with Standstill Period shall be tolled during the terms and the limitations on the Term Loan Agent imposed hereby.pendency of any Insolvency Proceeding; (bd) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take Second Lien Secured Parties may file any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunderpleadings, including by filing any pleadings or objections, motions or taking any position at any hearing agreements which assert rights or proceeding interests available to unsecured creditors of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties Obligors arising under Section 506(a) of the Bankruptcy Code or otherwiseother bankruptcy, insolvency, reorganization, receivership or similar law; provided that and (e) Second Lien Agent or Second Lien Secured Parties may exercise any of their respective rights and remedies with respect to Collateral after the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) file any necessary responsive or defensive pleadings in opposition expiration of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed herebyStandstill Period.

Filing of Motions. (a) Until the ABL Obligations Payment Date Discharge of First Priority Claims has occurred, the Term Loan Second Priority Agent agrees agrees, on behalf of itself and the other Term Loan Secured Parties Second Priority Lenders that no Term Loan Secured Party Second Priority Lender shall, in or in connection with any Insolvency or Liquidation Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesFirst Priority Collateral, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way including with respect to the determination of any Liens or claims held by the ABL First Priority Agent (including the validity and priority, validity, perfection, avoidability or enforceability thereof) or any other ABL Secured Party First Priority Lender or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Agent Second Priority Lenders may (A) file a proof of claim in an Insolvency Proceeding and (Bpursuant to Section 3.1(a)(ii)(A) file and/or take 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 Term Loan Secured Parties on the ABL Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed herebyPermitted Action. (b) Until the Term Loan Obligations Payment Date Discharge of Second Priority Claims has occurred, the ABL First Priority Agent agrees on behalf of itself and the other ABL Secured Parties First Priority Lenders that no ABL Secured Party First Priority Lender shall, in or in connection with any Insolvency or Liquidation Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, ease in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured PartiesSecond Priority Collateral, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way including with respect to the determination of any Liens or claims held by the Term Loan Second Priority Agent (including the validity and priority, validity, perfection, avoidability or enforceability thereof) or any other Term Loan Secured Party Second Priority Lender or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent First Priority Lenders may (A) file a proof of claim in an Insolvency Proceeding and (Bpursuant to Section 3.1(b)(ii)(A) file and/or take 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed herebyPermitted Action.

Filing of Motions. (a) Until the ABL First Priority Obligations Payment Date has occurred, the Term Loan Agent Second Priority Representative agrees on behalf of itself and the other Term Loan Second Priority Secured Parties that no Term Loan Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with Proceeding in respect to the ABL Priority Collateral or the validity or enforceability of any of the ABL Documents or any of the ABL Obligations thereunderLoan Party, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case that (ia) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (iib) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent Second Priority Representative or Term Loan Second Priority Secured Parties, Parties in whole or in part, their capacity as secured creditors solely as a result of their interest in the ABL Priority Common Collateral or in the Term Loan Second Priority Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iiic) relates in any way to challenges the determination validity, priority, enforceability or voidability of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) First Priority Representative or any other ABL First Priority Secured Party Party, or the value of any extent to which the First Priority Obligations constitute secured claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided provided, that the Term Loan Agent Second Priority Representative may (A) file a proof of claim take the actions specifically set forth in an Insolvency Proceeding and (B) 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 Term Loan Secured Parties on the ABL Section 3.2. The First Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent Representative agrees on behalf of itself and the other ABL First Priority Secured Parties that no ABL First Priority Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violatesthat challenges the validity, priority, enforceability or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination voidability of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) Second Priority Representative or any other Term Loan Second Priority Secured Party Party, or the value of any extent to which the Second Priority Obligations constitute secured claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided , except that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) file any necessary responsive or defensive pleadings in opposition 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with enforce the terms and the limitations on the ABL Agent imposed herebyof this Agreement.

Filing of Motions. (a) Until the ABL Obligations Payment Date has occurred, the Term Loan Agent agrees on behalf of itself The Trustee and the other Term Loan Secured Parties that no Term Loan Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the ABL Priority Notes 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 or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured Parties, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) or any other ABL Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Agent may (A) file a proof of claim or statement of interest with respect to their interest in the Collateral in an Insolvency Proceeding and (B) 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 Term Loan Secured Parties on the ABL Priority CollateralProceeding, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Trustee and the Notes Collateral Agent imposed hereby. Unless and until written notice from the Administrative Agent to the Trustee that all of the Senior Lender Obligations have been Paid In Full, neither the Trustee nor the Notes Collateral Agent shall file any other pleadings or motions, take any position at any bankruptcy court hearing or any other hearing or proceeding of any nature whatsoever, or otherwise take any action whatsoever in respect of any of the Senior Lender Priority Collateral in any Insolvency Proceeding. Notwithstanding the prior sentence, the Trustee and the Notes Collateral Agent may respond to and defend against any objection or other response filed with respect to any proof of claim or statement of interest by the Trustee and the Notes Collateral Agent that asserts an interest in the Senior Lender Priority Collateral. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL The Administrative Agent may (A) file a proof of claim or statement of interest with respect to its interest in the Collateral in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority CollateralProceeding, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Administrative Agent imposed hereby. Unless and until written notice from the Trustee to the Administrative Agent that all of the Senior Noteholder Obligations have been Paid In Full, the Administrative Agent shall not file any other pleadings or motions, take any position at any bankruptcy court hearing or any other hearing or proceeding of any nature whatsoever, or otherwise take any action whatsoever in respect of any of the Senior Noteholder Priority Collateral in any Insolvency Proceeding. Notwithstanding the prior sentence, the Administrative Agent may respond to and defend against any objection or other response filed with respect to any proof of claim or statement of interest by the Administrative Agent that asserts an interest in the Senior Noteholder Priority Collateral.

Filing of Motions. (a) Until the ABL First Lien Obligations Payment Date has occurred, the Term Loan Second Lien Agent agrees on behalf of itself and the other Term Loan Second Lien Secured Parties that no Term Loan Second Lien Secured Party shall, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesCollateral, in whole or in partincluding, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the ABL Collateral Agent, the First Lien Agent (including the validity and enforceability thereof) or any other ABL First Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that that, in accordance with and subject to the Term Loan limitations contained in this Agreement, and only if consistent with the terms and limitations on Second Lien Agent and Second Lien Secured Parties imposed hereby: (a) in any Insolvency Proceeding, Second Lien Agent may (A) file a proof claim or statement of claim interest with respect to the Second Lien Obligations; (b) Second Lien Agent may take any action not adverse to Liens on Collateral securing the First Lien Obligations or adverse to the rights of any First Lien Secured Party with respect thereto, in an Insolvency Proceeding and order to preserve or protect Liens on Collateral securing the Second Lien Obligations; (Bc) Second Lien Secured Parties may 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 Term Loan Second Lien Secured Parties on the ABL Priority including, without limitation, claims secured by Collateral, in each case subject to if any; it being agreed and understood that the limitations contained in this Agreement and only if consistent with Standstill Period shall be tolled during the terms and the limitations on the Term Loan Agent imposed hereby.pendency of any Insolvency Proceeding; (bd) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take Second Lien Secured Parties may file any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunderpleadings, including by filing any pleadings or objections, motions or taking any position at any hearing agreements which assert rights or proceeding interests available to unsecured creditors of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties Obligor arising under Section 506(a) of the Bankruptcy Code or otherwiseother bankruptcy, insolvency, reorganization, receivership or similar law; provided that and (e) Second Lien Agent or Second Lien Secured Parties may exercise any of their respective rights and remedies with respect to Collateral after the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) file any necessary responsive or defensive pleadings in opposition expiration of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed herebyStandstill Period.

Filing of Motions. (a) Until the ABL Obligations Payment Date has occurred, the Term Loan Agent The Pension Fund Representative agrees on behalf of itself and the other Term Loan Pension Fund Secured Parties that no Term Loan Pension Fund Secured Party shall, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured Parties, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Junior Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way Pension Fund Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the ABL Agent Bank Group Representative or any other Bank Group Secured Party (including the validity and enforceability thereof) ), the determination of any Liens or claims held by the Convertible Note Representative or any other ABL Convertible Note Secured Party (including the validity and enforceability thereof), or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Agent Pension Fund Representative and/or the Pension Fund Secured Parties may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 Term Loan Secured Parties on the ABL Priority CollateralProceeding, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent Pension Fund Representative imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent The Bank Group Representative agrees on behalf of itself and the other ABL Bank Group Secured Parties that no ABL Bank Group Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Junior Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way Pension Fund Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the Term Loan Agent Pension Fund Representative or any other Pension Fund Secured Party (including the validity and enforceability thereof) or any other Term Loan Secured Party ), or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, as applicable; provided that the ABL Agent Bank Group Representative may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority CollateralProceeding, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent Bank Group Representative imposed hereby. (c) The Convertible Note Representative agrees on behalf the Convertible Note Secured Parties that no Convertible Note 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 in respect of any Junior Lien on any Common Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the Pension Fund Representative or any other Pension Fund Secured Party (including the validity and enforceability thereof), the determination of any Liens or claims held by the Bank Group Representative or any other Bank Group Secured Party (including the validity and enforceability thereof), or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, as applicable; provided that the Convertible Note Representative may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on such Convertible Note Representative imposed hereby.

Filing of Motions. (a) Until the ABL First Priority Obligations Payment Date has occurred, the Term Loan Agent agrees each Junior Priority Representative, on behalf of itself and the other Term Loan Junior Priority Secured Parties it represents, agrees that no Term Loan Junior Priority Secured Party shall, in or in connection with any Insolvency ProceedingProceeding involving any Loan Party, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case that (ia) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (iib) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent Junior Priority Representatives or Term Loan Junior Priority Secured Parties, in whole or in part, as a result of their interest in the ABL Priority Common Collateral or in the Term Loan Lien on the ABL Junior Priority Collateral Liens (unless the assertion of such right is expressly permitted by this Agreement) or (iiic) relates in any way to challenges the determination validity, priority, enforceability or voidability of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) First Priority Representative or any other ABL First Priority Secured Party Party, or the value of any extent to which the First Priority Obligations constitute secured claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that that, subject to the Term Loan Agent limitations contained in this Agreement, the Junior Priority Representatives may (Ai) file a proof proofs of claim in an Insolvency Proceeding and involving any Loan Party, (Bii) take any action (not adverse to the priority status of the First Priority Liens, or the rights of the First Priority Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Junior Priority Liens on the Common Collateral, (iii) 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 of the Term Loan Secured Parties on the ABL Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Junior Lien Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in including any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held secured by the Term Loan Agent Common Collateral, if any, (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (Biv) file any necessary responsive pleadings, objections, motions or defensive pleadings in opposition of agreements, or take any motion positions which assert rights or other pleadings made by any Person objecting interests available to or otherwise seeking the disallowance unsecured creditors of the claims Loan Parties arising under either any Insolvency Proceeding or applicable non-bankruptcy law, and (v) vote on any plan of reorganization, make other filings and make any arguments and motions (the ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained actions described in this Agreement and only if consistent with proviso being referred to herein as the terms and the limitations on the ABL Agent imposed hereby“Permitted Actions”).

Filing of Motions. (a) Until the ABL First Lien Priority Obligations Payment Date has occurred, the Term Loan Agent each Second Lien Priority Representative agrees on behalf of itself and the other Term Loan Second Lien Priority Secured Parties that no Term Loan Second Lien Priority Secured Party shall, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case that (ia) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (iib) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent such Second Lien Priority Representative or Term Loan Second Lien Priority Secured Parties, in whole or in part, as a result of their interest in the ABL Priority Common Collateral or in the Term Loan Second Priority Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iiic) relates in any way to challenges the determination validity, priority, enforceability or voidability of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) First Lien Priority Representatives or any other ABL First Lien Priority Secured Party Party, or the value of any extent to which the First Lien Priority Obligations constitute secured claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Agent each Second Lien Priority Representative may (Ax) file a proof of claim in an Insolvency Proceeding and Proceeding, (By) take any action (not adverse to the priority status of the Liens on the Common Collateral, or the rights of any First Lien Priority Secured Party to exercise remedies in respect thereof) in order to create, perfect, preserve or protect its Lien on the Common Collateral or (z) 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 Term Loan Second Lien Priority Secured Parties on Parties, including any claims secured by the ABL Priority Common Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent such Second Lien Priority Representative imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.

Filing of Motions. (a) Until the ABL First-Priority Obligations Payment Date has occurred, the Term Loan Agent Second-Priority Representative agrees on behalf of itself and the other Term Loan Second-Priority Secured Parties that that, with the prior written consent of the First-Priority Representative, no Term Loan Second-Priority Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleading or motion, take 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 or taking any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesCommon Collateral, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way including with respect to the determination of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) held by the First-Priority Representative or any other ABL First-Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that notwithstanding anything herein to the Term Loan Agent contrary, (a) in any Insolvency or Liquidation Proceeding, the Second-Priority Representative may (A) file a proof of claim in an Insolvency Proceeding or statement of interest with respect to the applicable Second-Priority Liens and (Bb) the Second-Priority Representative 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 respect thereof) to the 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, 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 of the Term Loan Secured Parties on the ABL Priority Collateralits claims, in each case subject to the limitations contained in this Agreement of (a) and only if consistent with the terms and the limitations on the Term Loan Agent imposed hereby. (b) Until above, to the Term Loan Obligations Payment Date has occurredextent such action is not inconsistent with, and could not result in a resolution inconsistent with, the ABL Agent agrees on behalf terms of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.

Filing of Motions. (a) Until Except as expressly set forth in this Article 6, until the Discharge of ABL Obligations Payment Date has occurred, the each Term Loan Collateral Agent agrees on behalf of itself and the other Other Applicable Term Loan Secured Parties that no such Term Loan Secured Party shall, shall in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured Parties, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) held by the ABL Collateral Agent or any other ABL Secured Party or the value of any claims of such parties under Section 506(a) of in each such case if such action is inconsistent with the Bankruptcy Code or otherwiseterms and limitations imposed hereby on the Term Secured Parties; provided that the each Term Loan Agent Secured Party may (Ai) file a proof of claim claims and vote on any plan of reorganization or plan or arrangement in an Insolvency Proceeding of any Credit Party, (ii) file a claim or statement of interest with respect to any of the Term Obligations owed to it in any Insolvency Proceeding of any Credit Party and (Biii) file any necessary responsive pleading, motion, objection or defensive pleadings in opposition agreement, and take any position at any hearing or proceeding, under any Insolvency Proceeding of any motion Credit Party which asserts rights available to unsecured creditors of any Credit Party arising under such Insolvency Proceeding or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Term Loan Secured Parties on the ABL Priority Collateralapplicable non-bankruptcy law, in each case of the foregoing 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 Term Loan Agent imposed hereby. (b) Until Secured Parties. Except as expressly set forth in this Article 6, until the Discharge of Term Loan Obligations Payment Date has occurred, the ABL Collateral Agent agrees on behalf of itself and the other ABL Secured Parties that no such ABL Secured Party shall, shall in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured PartiesTerm Priority Collateral, in whole or in partincluding, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) held by any Term Collateral Agent or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of in each such case if such action is inconsistent with the Bankruptcy Code or otherwiseterms and limitations imposed hereby on the ABL Secured Parties; provided that the each ABL Agent Secured Party may (Ai) file a proof of claim claims and vote on any plan of reorganization or plan of arrangement in an Insolvency Proceeding and of any Credit Party, (Bii) file a claim or statement of interest with respect to 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 ABL Secured Parties on the Term Loan Priority Collateral, Obligations owed to it in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.any Insolvency Proceeding of any Credit Party and

Filing of Motions. (a) Until the ABL First Priority Obligations Payment Date has occurred, the Term Loan Agent Second Priority Representative agrees on behalf of itself and the other Term Loan Second Priority Secured Parties that no Term Loan Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading or motion, take 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 or taking any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, solely in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor respect of the Term Loan Agent or Term Loan Secured PartiesCommon Collateral, in whole or in partincluding, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the ABL Agent First Priority Creditors (including the validity validity, priority and enforceability thereof) or any other ABL Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; otherwise and will not challenge or contest any of the First Priority Liens or First Priority Obligations, provided that (a) the Term Loan Agent Second Priority Representative may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 Term Loan Secured Parties on the ABL Priority CollateralProceeding, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent Second Priority Representative and the Second Priority Secured Parties imposed hereby. , (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Collateral or the validity or enforceability of any of the Term Loan Security Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured PartiesFirst Priority Creditors in respect of the Common Collateral, in whole or in part, as a result of their interest in the Term Loan Second Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) Representative or any other Term Loan Second Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) shall be entitled to file any necessary responsive or defensive pleadings in opposition of to any motion motion, claim, adversary proceeding or other pleadings made by any Person person objecting to or otherwise seeking the disallowance of the claims in respect of the ABL Secured Parties on Second Priority Obligations, including, without limitation, any claims secured by the Term Loan Priority Common Collateral, if any, in each case subject to in a manner not inconsistent with the limitations contained in terms of this Agreement and only if consistent (c) the Second Priority Representative may 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 terms 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 limitations on the ABL Agent imposed herebyFirst Priority Creditors are reasonably satisfied that such cash or credit bid is reasonably likely to be consummated.

Filing of Motions. (a) Until the ABL First Priority Obligations Payment Date has occurred, the Term Loan Agent Junior Priority Representative agrees on behalf of itself and the other Term Loan Junior Priority Secured Parties that no Term Loan Junior Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading or motion, take 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 or taking any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesShared Collateral, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way including with respect to the determination of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) held by the First Priority Representative or any other ABL First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that (a) in any Insolvency Proceeding, the Term Loan Agent Junior Priority Representative may (A) file a proof of claim or statement of interest with respect to the applicable Junior Priority Liens, (b) the Junior Priority Representative may take any such action (not adverse to the First Priority Liens on the Shared Collateral securing the First Priority Obligations, or the rights of either the First Priority Representative or the First Priority Secured Parties to exercise remedies in an respect thereof) to the extent required to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Shared Collateral, (c) in any Insolvency Proceeding and (B) Proceeding, the Junior Priority Representative may file any necessary or responsive or defensive pleadings pleading 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 Junior Priority Representative or any Junior Priority Secured Party, (d) the Term Loan Secured Parties on Junior Priority Representative may file any pleadings, objections, motions or agreements which assert rights available to unsecured creditors arising under any Insolvency Proceeding or applicable non- bankruptcy law and (e) the ABL Junior Priority Collateral, in Representative and each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Junior Priority Secured Party shall, may vote on any plan of reorganization in or in connection with any Insolvency ProceedingProceedings; provided, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any naturehowever, that in the case of each case of clauses (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreementa), (iib), (c), (d) asserts any rightand (e) above, benefit or privilege that arises such actions are permitted only to the extent such actions are not inconsistent with, and could not result in favor a resolution inconsistent with, the terms of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.

Filing of Motions. (a) Until the ABL Second Priority Obligations Payment Date has occurred, the Term Loan Agent Junior Priority Representative agrees on behalf of itself and the other Term Loan Junior Priority Secured Parties that no Term Loan Junior Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading or motion, take 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 or taking any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesShared Collateral, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way including with respect to the determination of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) held by the Second Priority Representative or any other ABL Second Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that (a) in any Insolvency Proceeding, the Term Loan Agent Junior Priority Representative may (A) file a proof of claim or statement of interest with respect to the applicable Junior Priority Liens, (b) the Junior Priority Representative may take any such action (not adverse to the Second Priority Liens on the Shared Collateral securing the Second Priority Obligations, or the rights of either the Second Priority Representative or the Second Priority Secured Parties to exercise remedies in an respect thereof) to the extent required to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Shared Collateral, (c) in any Insolvency Proceeding and (B) Proceeding, the Junior Priority Representative may file any necessary or responsive or defensive pleadings pleading 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 Junior Priority Representative or any Junior Priority Secured Party, (d) the Term Loan Secured Parties on Junior Priority Representative may file any pleadings, objections, motions or agreements which assert rights available to unsecured creditors arising under any Insolvency Proceeding or applicable non-bankruptcy law and (e) the ABL Junior Priority Collateral, in Representative and each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Junior Priority Secured Party shall, may vote on any plan of reorganization in or in connection with any Insolvency ProceedingProceedings; provided, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any naturehowever, that in the case of each case of clauses (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreementa), (iib), (c), (d) asserts any rightand (e) above, benefit or privilege that arises such actions are permitted only to the extent such actions are not inconsistent with, and could not result in favor a resolution inconsistent with, the terms of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.

Filing of Motions. (a1) Until the ABL Obligations Payment Date has occurred, subject to Sections 3.1(1), (3) and (4), each of the Term Loan Agent agrees on behalf of itself and the other Term Loan Non-ABL Secured Parties agrees that no Term Loan such Secured Party shall, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts take any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured Parties, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way action whatsoever with respect to the determination of any Liens or claims held by the any ABL Agent Secured Party (including the validity and enforceability thereof) or any other ABL Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code in any such Insolvency Proceeding or otherwise; provided that such Non-ABL Secured Parties may accelerate their respective Obligations for the Term Loan Agent may (A) file sole purpose of filing a proof of claim in an Insolvency Proceeding and (B) file any necessary responsive take or defensive pleadings participate in opposition legal proceedings arising thereunder, and take action for the conversion of any motion or other pleadings made by any Person objecting floating charge to or otherwise seeking the disallowance of the claims of the Term Loan Secured Parties on the ABL Priority Collaterala fixed charge, in each case case, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed herebySection 5. (b2) Until the Term Loan Obligations Payment Date has occurred, subject to Sections 3.1(2) and (3), each of the ABL Agent agrees on behalf of itself and the other ABL Secured Parties (other than the Term Agent) agrees that no ABL such Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts take any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way action whatsoever with respect to the determination of any Liens or claims held by the any Term Loan Agent Credit Secured Party (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code in any such Insolvency Proceeding or otherwise; provided that such other Secured Parties may accelerate their respective Obligations for the ABL Agent may (A) file sole purpose of filing a proof of claim in an Insolvency Proceeding and (B) file any necessary responsive take or defensive pleadings participate in opposition legal proceedings thereunder, and take action for the conversion of any motion or other pleadings made by any Person objecting floating charge to or otherwise seeking the disallowance of the claims of the ABL Secured Parties on the Term Loan Priority Collaterala fixed charge, in each case subject to the limitations contained in Section 3.5 and this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed herebySection 5.

Filing of Motions. (a) Until the ABL Discharge of the First Lien Obligations Payment Date has occurred, the Term Loan Second Lien Agent agrees on behalf of itself and the other Term Loan Second Lien Secured Parties that no Term Loan Second Lien Secured Party shall, in or in connection with any Insolvency Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesCollateral, in whole or in partincluding, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the ABL First Lien Agent (including the validity and enforceability thereof) or any other ABL First Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Second Lien Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 Term Loan Secured Parties on the ABL Priority CollateralProceeding, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Second Lien Agent imposed hereby. (b) Until the Term Loan Discharge of the First Lien Obligations Payment Date has and Discharge of the Second Lien Obligations have occurred, the ABL Third Lien Agent agrees on behalf of itself and the other ABL Third Lien Secured Parties that no ABL Third Lien Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured PartiesCollateral, in whole or in partincluding, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the Term Loan First Lien Agent or the Second Lien Agent (including the validity and enforceability thereof) or any other Term Loan First Lien Secured Party or Second Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Third Lien Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority CollateralProceeding, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Third Lien Agent imposed hereby.

Filing of Motions. (a) Until the ABL Obligations Payment Date Discharge of Credit Facility Claims has occurred, the Term Loan Indenture Agent agrees on behalf of itself and the other Term Loan Secured Parties Indenture Holders that no Term Loan Secured Party Indenture Holder shall, in or in connection with any Insolvency or Liquidation Proceeding, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesCredit Facility Priority Collateral, in whole or in partincluding, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the ABL Credit Facility Agent (including the validity and enforceability thereof) or any other ABL Secured Party Credit Facility Claim Holder or the value of any claims of such parties under Section 506(a) of Title 11 of the Bankruptcy United States Code or otherwise; provided that the Term Loan Agent Indenture Holders may (A) file a proof of claim in an Insolvency Proceeding and (Bor a statement of interest pursuant to Section 3.1(a)(ii)(A) 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 Term Loan Secured Parties on the ABL Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed hereby. (b) Until the Term Loan Discharge of Indenture Obligations Payment Date has occurred, the ABL Credit Facility Agent agrees on behalf of itself and the other ABL Secured Parties Credit Facility Claim Holders that no ABL Secured Party Credit Facility Claim Holder shall, in or in connection with any Insolvency or Liquidation Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured PartiesIndenture Priority Collateral, in whole or in partincluding, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the Term Loan Indenture Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party Indenture Holder or the value of any claims of such parties under Section 506(a) of Title 11 of the Bankruptcy United States Code or otherwise; provided that the ABL Agent Credit Facility Claim Holders may (A) file a proof of claim in an Insolvency Proceeding and (Bor a statement of interest pursuant to Section 3.1(b)(ii)(A) 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.

Filing of Motions. (a) Until the ABL First Lien Obligations Payment Date has occurredhave been Paid in Full, the Term Loan Agent Second Lien Representative agrees on behalf of itself and the other Term Loan Second Lien Secured Parties that no Term Loan neither the Second Lien Representative nor any Second Lien Secured Party shall, in or in connection with any Insolvency Proceeding, take any action Proceeding with respect to the ABL Priority Collateral or the validity or enforceability of any of the ABL Documents or any of the ABL Obligations thereunderGrantor, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesCollateral, in whole or in partincluding, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the ABL Agent First Lien Representative (including the validity and enforceability thereof) or any other ABL First Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Agent Second Lien Representative may (Ai) file a proof claim or statement of claim interest in an Insolvency Proceeding and with respect to any Grantor, (Bii) 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 Term Loan Second Lien Secured Parties, including any claims secured by the Collateral, if any, or otherwise make any agreements or file any motions or objections pertaining to the claims of the Second Lien 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 Lien on the Collateral, (iii) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency Proceeding with respect to any Grantor 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 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 Lien Obligations and (v) take such other actions which are not adverse to the Liens and interests of the First Lien Secured Parties or otherwise inconsistent with the priorities of this Agreement (including as to releases and including under Section 3.01) to preserve and protect its second priority Lien on the ABL Priority 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 Term Loan Agent Second Lien Representative imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed hereby.

Filing of Motions. (a) Until the ABL First Priority Obligations Payment Date has occurred, the Term Loan Agent Second Priority Representative agrees on behalf of itself and the other Term Loan Second Priority Secured Parties that no Term Loan Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, take any action Proceeding with respect to the ABL Priority Collateral Par Piceance or the validity or enforceability of any of the ABL Documents or any of the ABL Obligations thereunderCommon Collateral, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesCommon Collateral, in whole or in partincluding, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the ABL Agent First Priority Representative (including the validity and enforceability thereof) or any other ABL First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, in each case without the prior written consent of the First Priority Representative; provided that the Term Loan Agent may (A) the Second Priority Representative or the Second Priority Secured Parties may file a proof of claim or statement of interest in an Insolvency Proceeding and (B) 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 Term Loan Secured Parties on the ABL Priority CollateralProceeding, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent Second Priority Representative and the Second Priority Secured Parties imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) the Second Priority Representative and the Secured Parties shall be entitled to file any necessary or 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 of the ABL Second Priority Secured Parties on Parties, including without limitation, any claim secured by the Term Loan Priority Common Collateral, if any, in each case subject if not otherwise in contravention of this Agreement, (C) the Second Priority Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors arriving under either the Bankruptcy Code or applicable non-bankruptcy law, in each case if not otherwise in contravention of the terms of this Agreement, (D) the Second Priority Secured Parties shall be entitled to file any proof of claim and other filings and make any arguments and motions in order to preserve or protect its Liens on the Common Collateral that are, in each case, not otherwise in contravention of the terms of this Agreement, with respect to the limitations contained Second Priority Obligations and the Common Collateral, (E) the Second Priority Representative or any Second Priority Secured Party may exercise any of its rights or remedies with respect to the Common Collateral after the termination of the Standstill Period to the extent permitted herein, including, without limitation, Section 3.1 above, and (F) in this Agreement and only if any Insolvency Proceeding with respect to Par Piceance or the Common Collateral, the Second Priority Secured Parties shall be entitled to vote on any plan or reorganization, to the extent consistent with the terms and provisions hereof. (b) Prior to the limitations First Priority Obligations Payment Date but subject to Section 5.5 hereof, if the First Priority Secured Parties receive an allowance in any Insolvency Proceeding of First Priority Obligations consisting of Post-Petition Interest, fees or expenses, then no First Priority Secured Party shall oppose or seek to challenge any claim by any Second Priority Secured Party for an allowed claim in any plan of reorganization in any Insolvency Proceeding of the Second Priority Obligations consisting of Post-Petition Interest, fees or expenses to the extent of the value of the Lien of the Second Priority Representative, on behalf of the ABL Agent imposed herebySecond Priority Secured Parties in the Common Collateral (after taking into account the value of the Lien in the Common Collateral securing the First Priority Obligations).

Filing of Motions. (a) Until the ABL First Priority Obligations Payment Date has occurred, the Term Loan Agent Second Priority Representative agrees on behalf of itself and the other Term Loan Second Priority Secured Parties that no Term Loan Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading or motion, take 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 or taking any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence respect of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured PartiesCommon Collateral, in whole or in partincluding, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way without limitation, with respect to the determination of any Liens or claims held by the ABL Agent First Priority Representative (including including, without limitation, the validity and enforceability thereof) or any other ABL First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; , provided that that (a) the Term Loan Agent Second Priority Representative may (A) file a proof of claim in an Insolvency Proceeding and (B) 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 Term Loan Secured Parties on the ABL Priority CollateralProceeding, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent Second Priority Representative imposed hereby. , (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Collateral or the validity or enforceability of any of the Term Loan Security Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan First Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) Representative or any other Term Loan First Priority Secured Party or the value of any claims of such parties under Section 506(a) in respect of the Bankruptcy Code Common Collateral, the Second Priority Representative or otherwise; provided that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition of to any motion motion, claim, adversary proceeding or other pleadings made by any Person person objecting to or otherwise seeking the disallowance of the claims in respect of the ABL Secured Parties on Second Priority Obligations, including, without limitation, any claims secured by the Term Loan Priority Common Collateral, if any, in each case subject to in a manner not inconsistent with the limitations contained in terms of this Agreement and only if consistent (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 terms 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 limitations on the ABL Agent imposed herebyFirst Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummated.

Filing of Motions. (a) Until the ABL First Priority Obligations Payment Date has occurred, the Term Loan Agent Second Priority Representative agrees on behalf of itself and the other Term Loan Second Priority Secured Parties that no Term Loan Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with Proceeding in respect to the ABL Priority Collateral or the validity or enforceability of any of the ABL Documents or any of the ABL Obligations thereunderLoan Party, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case that (ia) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (iib) asserts any right, benefit or privilege that arises in favor of the Term Loan Agent Second Priority Representative or Term Loan Second Priority Secured Parties, Parties in whole or in part, their capacity as secured creditors solely as a result of their interest in the ABL Priority Common Collateral or in the Term Loan Second Priority Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iiic) relates in any way to challenges the determination validity, priority, enforceability or voidability of any Liens or claims held by the ABL Agent (including the validity and enforceability thereof) First Priority Representative or any other ABL First Priority Secured Party Party, or the value of any extent to which the First Priority Obligations constitute secured claims of such parties under Section section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Agent Second Priority Representative may (A) file a proof of claim take the actions specifically set forth in an Insolvency Proceeding and (B) 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 Term Loan Secured Parties on the ABL Section 3.2. The First Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Term Loan Agent imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent Representative agrees on behalf of itself and the other ABL First Priority Secured Parties that no ABL First Priority Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) violatesthat challenges the validity, priority, enforceability or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination voidability of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) Second Priority Representative or any other Term Loan Second Priority Secured Party Party, or the value of any extent to which the Second Priority Obligations constitute secured claims of such parties under Section section 506(a) of the Bankruptcy Code or otherwise; provided , except that the ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) file any necessary responsive or defensive pleadings in opposition 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 ABL Secured Parties on the Term Loan Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with enforce the terms and the limitations on the ABL Agent imposed herebyof this Agreement.

Filing of Motions. (a) Until the ABL Discharge of Senior Priority Obligations Payment Date has occurred, the Term Loan each Junior Priority Agent agrees agrees, on behalf of itself and the other Term Loan each applicable Junior Priority Secured Parties Party, that no Term Loan Junior Priority Secured Party shall, in or in connection with any Insolvency Proceedingor Liquidation Proceeding commenced by or against any Grantor or GLBR, take 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 file any pleadings or motions or taking motions, take any position at any hearing or proceeding of any nature, that or otherwise take any action whatsoever, in each case (i) that violates, or is prohibited byby or in contravention of, this Section 5 6 (or, in the absence of an any Insolvency Proceedingor Liquidation Proceeding commenced by or against any Grantor or GLBR, otherwise would violate violate, or be prohibited by or in contravention of this Agreement), (ii) asserts any rightincluding, benefit or privilege that arises in favor of the Term Loan Agent or Term Loan Secured Partieswithout limitation, in whole or in part, as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way with respect to the determination of any Liens or claims held by the ABL any Senior Priority Agent (including the validity and enforceability thereof) or any other ABL Senior Secured Party in respect of any Senior Priority Collateral or Senior Priority Obligations; provided that, notwithstanding this Section 6.6 to the contrary, each Junior Priority Agent or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Term Loan Agent Junior Priority Secured Parties may (Ai) file a proof of claim in an Insolvency Proceeding and or statement of interest with respect to the Junior Priority Obligations; (Bii) file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, filing, application, claim, adversary proceeding, proposal, plan of any motion reorganization, arrangement or composition or other pleadings pleading made by any Person objecting to or otherwise seeking the disallowance disallowance, subordination or recharacterization of the claims of the Term Loan Junior Priority Secured Parties Parties, including any claims secured by the Common Collateral; (iii) vote on the ABL Priority Collateralany plan of reorganization, plan of arrangement or composition or liquidation and make any arguments and motions in connection therewith that do not, in each case subject to the limitations contained in this Agreement and only if consistent with any case, contravene the terms and of this Agreement; or (iv) bid for the limitations on the Term Loan Agent imposed hereby. (b) Until the Term Loan Obligations Payment Date has occurredCommon Collateral at any public or private sale thereof, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take any action including credit bidding with respect to the Term Loan Junior Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other Term Loan Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwiseCollateral; provided that any such bid for the ABL Agent may (A) file a proof of claim Junior Priority Collateral by the Junior Priority Secured Parties must provide for payment in an Insolvency Proceeding and (B) 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 cash of the claims of full amount necessary to cause the ABL Secured Parties on the Term Loan Senior Priority Collateral, Obligations to be paid in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the ABL Agent imposed herebyfull.