Common use of Enforcement of Liens Clause in Contracts

Enforcement of Liens. If the Collateral Agent at any time receives written notice that any event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens under the Security Documents, the Collateral Agent will promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the Collateral Agent may await direction by an Act of Required Secured Parties and will act, or decline to act, as directed by an Act of Required Secured Parties, in the exercise and enforcement of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to the Discharge of First Lien Obligations, upon expiration of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured Parties.

Enforcement of Liens. If the The Collateral Agent Trust Agreement provides that if a Secured Debt Representative delivers at any time receives to the Collateral Trustee written notice that any event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent Trustee to foreclose upon, collect or otherwise enforce its Liens under the applicable Security Documents, the Collateral Agent such Secured Debt Representative will promptly deliver written notice thereof to each other Secured Debt RepresentativeRepresentative and the other Collateral Trustee. Thereafter, the Collateral Agent Trustee may await direction by an Act of Required Secured Parties and will act, or decline to act, as directed by an Act of Required Secured Parties, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to that from and after the Discharge of First Junior Lien Obligations, upon expiration of the Second Lien Standstill PeriodEnforcement Date (as defined below), the Junior Collateral Agent Trustee shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Junior Lien Debtholders and Debtholders, as provided in Section 2.5 hereof described below under the caption “—Restrictions on Enforcement of Junior Liens,” unless the First Priority Lien Secured Parties or a First Priority Lien Representative shall have caused the Priority Collateral Agent Trustee to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after Collateral (with prompt written notice of the Discharge commencement of First Lien Obligations but prior such action to be given to the Discharge of Second Junior Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the CollateralRepresentatives). Unless it has been directed to the contrary by an Act of Required Secured PartiesParties (or, from and after the Junior Lien Enforcement Date, as directed by the Required Junior Lien Debtholders, subject to the terms described under the caption “—Restrictions on Enforcement of Junior Liens”) or as otherwise expressly provided in the Collateral Trust Agreement, the Collateral Agent Trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured Parties.

Enforcement of Liens. If (a) Each Priority Lien Secured Party acting through its respective Priority Lien Representative and/or by its acceptance of the Security Documents agrees with the Collateral Agent at any time receives Trustee that (i) the Priority Lien Representative for the Required First Lien Debtholders on the date of this Agreement is Deutsche Bank AG New York Branch, as identified in the Preamble to this Agreement, (ii) the Priority Lien Representative for the Required First Lien Debtholders is the Controlling Priority Lien Representative on the date of this Agreement, and (iii) whether or not a Shifting Control Date has occurred, the Priority Lien Representative for the Required First Lien Debtholders shall remain the Controlling Priority Lien Representative unless and until the date that the Collateral Trustee and the Priority Lien Representative for the Required First Lien Debtholders has received written notice (a “Shifting Control Notice”) from a Person purporting to be the authorized representative of the First-Out Representative, which notice shall certify that any event has occurred that constitutes a default under any Secured Debt Document entitling (A) the person signing the notice is an authorized representative of the First-Out Representative, (B) the Shifting Control Notice was sent to the Priority Lien Representative for the Required First Lien Debtholders and the Collateral Agent to foreclose uponTrustee, collect or otherwise enforce its Liens under and (C) a Shifting Control Date occurred on the Security Documentsdate specified in such Shifting Control Notice (it being understood and agreed that, without limiting the obligations of the First Lien Representative hereunder, upon the Collateral Trustee’s receipt of a Shifting Control Notice satisfying the foregoing requirements, the Collateral Agent will promptly deliver written notice thereof to each Secured Debt RepresentativeTrustee may assume without further inquiry that the Priority Lien Representative for the Required First Lien Debtholders has received such notice). ThereafterAfter the Collateral Trustee receives a Shifting Control Notice, the Collateral Agent may await direction by an Act of Required Secured Parties and will actFirst-Out Representative shall constitute the Controlling Priority Lien Representative, notwithstanding any notice, demand or decline to act, as directed by an Act of Required Secured Parties, in the exercise and enforcement claim of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral First Lien Representative or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will act, or decline to act, with respect any other Person to the manner of such exercise of remedies as directed by an Act of Required Secured Partiescontrary; provided, however, thatif the Priority Lien Representative for the Required First Lien Debtholders gives the Collateral Trustee notice, prior in writing, stating that (I) the Priority Lien Representative for the Required First Lien Debtholders has commenced an Enforcement Action pursuant to the Discharge of terms hereof and is otherwise diligently pursuing an Enforcement Action and (II) the Priority Lien Representative for the Required First Lien ObligationsDebtholders is still the “Controlling Priority Lien Representative”, upon expiration then the “Shifting Control Date” shall be deemed not to have occurred and the Priority Lien Representative for the Required First Lien Debtholders shall be the “Controlling Priority Lien Representative” unless the Priority Lien Representative for the Required First Lien Debtholders has withdrawn, in writing, its instructions to the Collateral Trustee to pursue an Enforcement Action. Each Person purporting to be the authorized representative of First-Out Representative that delivers a Shifting Control Notice to the Collateral Trustee shall also deliver a Shifting Control Notice to the Priority Lien Representative for the Required First Lien Debtholders, which Shifting Control Notice shall certify that (x) the person signing the notice is an authorized representative of the Second Lien Standstill PeriodFirst-Out Representative, (y) the Shifting Control Notice was sent to the Collateral Agent shall exercise or decline to exercise enforcement rightsTrustee, powers and remedies under (z) a Shifting Control Date occurred on the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided date specified in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured PartiesShifting Control Notice.

Enforcement of Liens. If the The Collateral Agent Trust Agreement will provide that if a Secured Debt Representative delivers at any time receives to the Collateral Trustee written notice that any event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent Trustee to foreclose upon, collect or otherwise enforce its Liens under the applicable Security Documents, the Collateral Agent such Secured Debt Representative will promptly deliver written notice thereof to each other Secured Debt RepresentativeRepresentative and the other Collateral Trustee. Thereafter, the Collateral Agent Trustee may await direction by an Act of Required Secured Parties and will act, or decline to act, as directed by an Act of Required Secured Parties, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to that from and after the Discharge of First Junior Lien Obligations, upon expiration of the Second Lien Standstill PeriodEnforcement Date (as defined below), the Junior Collateral Agent Trustee shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Junior Lien Debtholders and Debtholders, as provided in Section 2.5 hereof described below under the caption “—Restrictions on Enforcement of Junior Liens,” unless the First Priority Lien Secured Parties or a First Priority Lien Representative shall have caused the Priority Collateral Agent Trustee to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after Collateral (with prompt written notice of the Discharge commencement of First Lien Obligations but prior such action to be given to the Discharge of Second Junior Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the CollateralRepresentatives). Unless it has been directed to the contrary by an Act of Required Secured PartiesParties (or, from and after the Junior Lien Enforcement Date, as directed by the Required Junior Lien Debtholders, subject to the terms described under the caption “—Restrictions on Enforcement of Junior Liens”) or as otherwise expressly provided in the Collateral Trust Agreement, the Collateral Agent Trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured Parties.

Enforcement of Liens. If the Collateral Agent at any time receives written notice from the Directing Credit Agreement Representative that any event Triggering Event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens on the Collateral under the any Credit Agreement Security DocumentsDocument, the Collateral Agent will promptly deliver written notice thereof to each Secured Debt Credit Agreement Representative. Thereafter, the Collateral Agent may await written direction by an Act of Required Secured Parties Specified Lenders and will act, or decline to act, as directed by an Act of Required Secured PartiesSpecified Lenders, in the exercise and enforcement of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or under the Credit Agreement Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed in writing by an Act of Required Specified Lenders. Subsequent to the Collateral Agent delivering written notice to each Credit Agreement Representative that any Triggering Event has occurred entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens on the Collateral, then, unless it has been directed in writing to the contrary by an Act of Specified Lenders, the Collateral Agent in any event may at the written direction of the Directing Credit Agreement Representative (but will not be obligated to) take all lawful and commercially reasonable actions permitted under the Credit Agreement Security Documents to protect or preserve its interest in the Collateral subject thereto and the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Credit Agreement Security Documents. Notwithstanding anything to the contrary contained in this Agreement and without limiting the rights of the Specified Lenders to act as provided above, at any time while a payment default has occurred and is continuing with respect to any Series of Credit Agreement Debt following the final maturity thereof or the acceleration by the holders of such Series of Credit Agreement Debt of the maturity of all then outstanding Pari Passu Guaranteed Obligations in respect thereof, and in either case after the passage of a period of 180 days (the “Non-controlling Credit Agreement Secured Parties’ Standstill Period”) from the date of delivery of a notice of same in writing (and requesting that enforcement action be taken with respect to the Common Collateral) to the Collateral Agent and each other Credit Agreement Representative and so long as the respective payment default shall not have been cured or waived (or the respective acceleration rescinded), the Requisite Lenders (as defined in the applicable Credit Agreement) in respect of such Series of Credit Agreement Debt may exercise their rights and remedies in respect of Common Collateral under the respective Credit Agreement Security Documents; providedprovided further, however, that, prior to notwithstanding the Discharge foregoing, in no event shall any holder of First Lien Obligations, upon expiration such Series of the Second Lien Standstill Period, the Collateral Agent shall Credit Agreement Debt exercise or decline continue to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties (or a First Lien Representative shall have caused be permitted to direct the Collateral Agent to commence exercise or continue to exercise) any such rights or remedies if, notwithstanding the expiration of the Non-controlling Credit Agreement Secured Parties’ Standstill Period, (i) the Collateral Agent, at the direction of the Directing Credit Agreement Representative (whether or not directed by an Act of the Specified Lenders) or the Specified Lenders, shall have commenced and be diligently pursue pursuing the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge Common Collateral (prompt notice of First Lien Obligations but prior such exercise to be given to the Discharge of Second Lien Obligations, upon expiration Credit Agreement Representative of the Third Lien Standstill Period, holders of the Collateral Agent shall exercise relevant Series of Credit Agreement Debt) or decline to exercise enforcement rights, powers and remedies under (ii) an Insolvency or Liquidation Proceeding in respect of the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent respective Grantor shall have caused the Collateral Agent to commence been commenced and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured Partiescontinuing.

Enforcement of Liens. If the Collateral Agent Trustee at any time receives written notice stating that any event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens under the Security DocumentsDefault has occurred, the Collateral Agent Trustee will promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the Collateral Agent may Trustee shall await direction by an Act of Required Secured Parties and will act, or decline to act, as directed by an Act of Required Secured Parties, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to the Discharge of First Lien Obligations, that upon expiration of the Second Lien Standstill Period, Period the Collateral Agent Trustee shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Junior Lien Debtholders and as provided in Section 2.5 2.07 hereof unless the First Lien Secured Parties or a First Lien Debt Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent Trustee to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Agent Trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured Partiesadvisable.

Enforcement of Liens. If the Collateral Agent Trustee at any time receives written notice from the Directing First Lien Representative that any event Triggering Event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent Trustee to foreclose upon, collect or otherwise enforce its Liens hereunder or under the any First Lien Security DocumentsAgreement, the Collateral Agent Trustee will promptly deliver written notice thereof to each Secured Debt First Lien Representative. Thereafter, the Collateral Agent Trustee may await written direction by an Act of Required Secured Parties First Lien Debtholders and will act, or decline to act, as directed by an Act of Required Secured PartiesFirst Lien Debtholders, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the First Lien Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior First Lien Debtholders. Subsequent to the Discharge of First Lien Obligations, upon expiration of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline Trustee delivering written notice to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a each First Lien Representative shall have caused that any Triggering Event has occurred entitling the Collateral Agent Trustee to commence and diligently pursue the exercise of rights and remedies with respect to all foreclose upon, collect or any material portion of the Collateral; providedotherwise enforce its Liens thereunder, furtherthen, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured PartiesFirst Lien Debtholders, the Collateral Agent Trustee in any event may at the direction of the Directing First Lien Representative (but will not be obligated to) take all lawful and commercially reasonable actions permitted under the First Lien Security Documents to protect or refrain from taking such action preserve its interest in the Collateral subject thereto and the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the First Lien Security Documents. Notwithstanding anything to the contrary contained in this Agreement and without limiting the rights of the Required First Lien Debtholders to act as provided above, at any time while a payment default has occurred and is continuing with respect to any default under any Secured Series of First Lien Debt Document as it may deem advisable following the final maturity thereof or the acceleration by the holders of such Series of First Lien Debt of the maturity of all then outstanding First Lien Obligations in respect thereof, and in either case after the best interest passage of a period of 180 days (the “Non-controlling First Lien Secured Parties’ Standstill Period”) from the date of delivery of a notice of same in writing (and requesting that enforcement action be taken with respect to the Common Collateral) to the Collateral Trustee and each other First Lien Representative and so long as the respective payment default shall not have been cured or waived (or the respective acceleration rescinded), the Majority Holders in respect of such Series of First Lien Debt may exercise their rights and remedies in respect of Common Collateral under the respective First Lien Security Documents; provided further, however, that, notwithstanding the foregoing, in no event shall any holder of such Series of First Lien Debt exercise or continue to exercise (or be permitted to direct the Collateral Trustee to exercise or continue to exercise) any such rights or remedies if, notwithstanding the expiration of the Non-controlling First Lien Secured Parties’ Standstill Period, (i) the Collateral Trustee, at the direction of the Directing First Lien Representative (whether or not directed by Act of the Required First Lien Debtholders) or the Required First Lien Debtholders shall have commenced and be diligently pursuing the exercise of rights and remedies with respect to any of the Common Collateral (prompt notice of such exercise to be given to the First Lien Representative of the holders of the relevant Series of First Lien Debt) or (ii) an Insolvency Proceeding in respect of the respective Grantor shall have been commenced and be continuing. Each of the Secured PartiesParties hereby authorizes the Collateral Trustee to take such action as directed by an Act of Required First Lien Debtholders pursuant to the First and Subordinated Lien Intercreditor Agreement.

Enforcement of Liens. If the Collateral Agent Trustee at any time receives written notice stating that any event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens under the Security DocumentsDefault has occurred, the Collateral Agent Trustee will promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the Collateral Agent may Trustee shall await direction by an Act of Required Secured Parties and will act, or decline to act, as directed by an Act of Required Secured Parties, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Collateral Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will Trustee will, subject to Article V, act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to the Discharge of First Lien Obligations, that upon expiration of the Second Lien Standstill Period, Period the Collateral Agent Trustee shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Junior Lien Debtholders and as provided in Section 2.5 2.04 hereof unless the First Lien Secured Parties or a First Lien Debt Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent Trustee to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Agent Trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured Partiesadvisable.

Enforcement of Liens. If the Collateral Agent at any time receives written notice in accordance with the terms of this Agreement that any event has occurred that constitutes a an event of default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens under the Security Documents, the Collateral Agent will promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the Collateral Agent may await direction by an Act of Required Secured Parties and will act, or decline to act, as directed by an Act of Required Secured Parties, in the exercise and enforcement of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to the Discharge of First Lien Obligations, that upon expiration of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Junior Lien Debtholders and as provided in Section 2.5 2.4 hereof unless the First Priority Lien Secured Parties or a First Priority Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured Parties.

Enforcement of Liens. If the Collateral Agent Trustee at any time receives written notice from the Company or a Secured Debt Representative that any event Triggering Event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent Trustee to foreclose upon, collect or otherwise enforce its Liens under the Security Documentshereunder, the Collateral Agent Trustee will promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the Collateral Agent Trustee may await direction by an Act of Required Secured Parties Debtholders and will act, or decline to act, as directed by an Act of Required Secured PartiesDebtholders, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior Debtholders. Subsequent to the Discharge of First Lien Obligations, upon expiration of the Second Lien Standstill Period, Collateral Trustee delivering written notice to each Secured Debt Representative that any Triggering Event has occurred entitling the Collateral Agent shall exercise Trustee to foreclose upon, collect or decline to exercise enforcement rightsotherwise enforce its Liens thereunder, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof then, unless the First Lien Secured Parties or a First Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured PartiesDebtholders, the Collateral Agent Trustee in any event may (but will not be obligated to) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or refrain from taking such action advisable to protect or preserve its interest in the Collateral subject thereto and the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents. Notwithstanding anything to the contrary contained in this Agreement or the other Security Documents and without limiting the rights of the Required First Lien Debtholders to act as provided above, at any time while a payment default has occurred and is continuing with respect to any default under any Secured Eligible Series of First Lien Debt Document as it may deem advisable following the final maturity thereof or the acceleration by the holders of such Eligible Series of First Lien Debt of the maturity of all then outstanding First Lien Obligations in respect thereof, and in either case after the best interest passage of a period of 120 days (the “Non-controlling First Lien Secured Parties’ Standstill Period”) from the date of delivery of a notice of same in writing (and requesting that enforcement action be taken with respect to the Common Collateral) to the Collateral Trustee and each other First Lien Representative and so long as the respective payment default shall not have been cured or waived (or the respective acceleration rescinded), the Majority Holders in respect of such Eligible Series of First Lien Debt may exercise their rights and remedies in respect of Common Collateral under the respective First Lien Security Documents; provided further, however, that, notwithstanding the foregoing, in no event shall any holder of such Eligible Series of First Lien Debt exercise or continue to exercise (or be permitted to direct the Collateral Trustee to exercise or continue to exercise) any such rights or remedies if, notwithstanding the expiration of the Non-controlling First Lien Secured Parties’ Standstill Period, (i) the Collateral Trustee (whether or not directed by Act of Required Debtholders) or the Required First Lien Debtholders shall have commenced and be diligently pursuing the exercise of rights and remedies with respect to any of the Common Collateral (prompt notice of such exercise to be given to the First Lien Representative of the holders of the relevant Eligible Series of First Lien Debt) or (ii) an Insolvency or Liquidation Proceeding in respect of the respective Grantor shall have been commenced and be continuing.

Enforcement of Liens. (a) (i) The Collateral Agent shall act or refrain from acting with respect to the Collateral, only on the written instructions of the Controlling Representative, (ii) the Collateral Agent shall not follow any instructions with respect to the Collateral from any Secured Party other than the Controlling Representative and (iii) no Secured Party (other than the Representative acting as the Controlling Representative) shall, or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to (including any Enforcement Action) or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any Security Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting on the written instructions of the Controlling Representative and in accordance with the applicable Security Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Collateral, including any Enforcement Action; provided that, if and to the extent that such Enforcement Action is to be conducted through receivership, a court‑appointed receiver will be utilized. If the Collateral Agent at any time receives written notice from the Controlling Representative stating that any event a First Lien Debt Default has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens under the Security Documentsoccurred, the Collateral Agent at the written direction of the Controlling Representative will promptly deliver written notice thereof to each Secured Debt other Representative. ThereafterNotwithstanding the equal priority of the Liens on the Collateral, the Collateral Agent may await direction by an Act of Required Secured Parties and will act, or decline to act, as directed by an Act of Required Secured Parties, in (acting on the exercise and enforcement written instructions of the Collateral Agent’s interests, rights, powers and remedies in respect of Controlling Representative) may deal with the Collateral as if the Controlling Representative had a senior Lien on the Collateral. No Secured Party will contest, protest or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, object to any Enforcement Action brought by the Collateral Agent will act, or decline to act, with respect to the manner of such any other exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to the Discharge of First Lien Obligations, upon expiration of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of any rights and remedies relating to the Collateral, in each case, in accordance with respect to all the terms of this Agreement. Notwithstanding the foregoing, (i) in any Insolvency or Liquidation Proceeding, any Representative, Collateral Agent or any material portion other Secured Party may file a proof of the Collateral; provided, further, however, that, after the Discharge claim or statement of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action interest with respect to any default under Obligations owed to the applicable First-Out Secured Parties or Term Secured Parties; (ii) any Representative or any other Secured Debt Document as it Party may deem advisable take any action to preserve or protect (but not enforce) the validity and enforceability of the Liens granted in the best interest favor of the Secured Parties, provided that no such action is, or could reasonably be expected to be, (A) adverse to the rights of the Controlling Representative or any other Controlling Secured Parties to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement; and (iii) any Representative or any other Secured Party may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims or Liens of such Secured Party, including any claims secured by the Collateral, in each case, to the extent not inconsistent with the terms of this Agreement.

Enforcement of Liens. If the Collateral Agent Trustee at any time receives written notice from a Secured Debt Representative that any event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent Trustee to foreclose upon, collect or otherwise enforce its Liens under the applicable Security Documents, the Collateral Agent Trustee will promptly deliver written notice thereof to each other Secured Debt Representative. Thereafter, the Collateral Agent Trustee may await direction by an Act of Required Secured Parties and will act, or decline to act, as directed by an Act of Required Secured Parties, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to the Discharge of First Lien Obligations, that upon expiration of the Second Lien Standstill Period, Period the Collateral Agent Trustee shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Parity Lien Debtholders and as provided in Section 2.5 2.4 hereof unless the First Priority Lien Secured Parties or a First Priority Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent Trustee to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Agent Trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured Parties.

Enforcement of Liens. If Subject to the provisions of the Intercreditor Agreement, if the Collateral Agent Trustee at any time receives written notice that any event Triggering Event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent Trustee to foreclose upon, collect or otherwise enforce its Liens hereunder or under the any other Security DocumentsDocument, the Collateral Agent Trustee will promptly deliver written notice thereof to each Secured Debt Junior Lien Representative. Thereafter, subject to the provisions of the Intercreditor Agreement, the Collateral Agent Trustee may await written direction by an Act of Required Secured Parties and Junior Lien Debtholders and, will act, or decline to act, as directed by an Act of Required Secured PartiesJunior Lien Debtholders, subject to its receipt of indemnity or security reasonably satisfactory to it, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Junior Lien Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent Trustee, subject to its receipt of indemnity or security reasonably satisfactory to it, will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Junior Lien Debtholders. Notwithstanding anything to the contrary contained in this Agreement, subject to the provisions of the Intercreditor Agreement, at any time while a payment default has occurred and is continuing with respect to any Series of Junior Lien Debt following the final maturity thereof, the acceleration by the holders of such Series of Junior Lien Debt of the maturity of all then outstanding Junior Lien Obligations in respect thereof, and after the passage of a period of 210 days (the “Non-controlling Secured Parties’ Standstill Period”) from the date of delivery of a notice of same (and requesting that enforcement action be taken with respect to the Collateral) to the Collateral Trustee and each other Junior Lien Representative and so long as the respective payment default shall not have been cured or waived (or the respective acceleration rescinded), the Collateral Trustee shall, subject to its receipt of indemnity or security satisfactory to it, as directed by the Majority Holders in respect of such Series of Junior Lien Debt, take enforcement action with respect to the Collateral and exercise their rights and remedies in respect of Collateral under the respective Security Documents; provided, however, that, prior no holder of such Series of Junior Lien Debt shall be permitted to direct the Discharge of First Lien ObligationsCollateral Trustee to exercise or continue to exercise any such rights or remedies if, upon notwithstanding the expiration of the Second Lien Non-controlling Secured Parties’ Standstill Period, (i) the Collateral Agent shall exercise Trustee (whether or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as not directed by the Act of Required Second Junior Lien Debtholders and as provided or Majority Holders in Section 2.5 hereof unless respect of a Series of Junior Lien Debt) or the First Required Junior Lien Secured Parties or a First Lien Representative Debtholders shall have caused the Collateral Agent to commence commenced and be diligently pursue pursuing the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge Collateral (prompt notice of First Lien Obligations but prior such exercise to be given to the Discharge of Second Junior Lien Obligations, upon expiration Representative of the Third holders of the relevant Series of Junior Lien Standstill PeriodDebt), (ii) an Insolvency or Liquidation Proceeding in respect of the respective Grantor shall have been commenced and be continuing or (iii) the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of Trustee is stayed from exercising such rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed pursuant to the contrary by an Act of Required Secured Parties, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest Intercreditor Agreement. Each of the Secured PartiesParties (by its acceptance of the benefits hereof) hereby acknowledges and agrees that the Collateral Trustee’s ability to take certain actions under this Section 3.3 is subject to the express limitations set forth in the Collateral Rights Agreement, if any.

Enforcement of Liens. Each Secured Debt Representative hereby agrees to promptly notify the Collateral Agent in writing of any Secured Debt Default arising under such Secured Debt Representative’s Secured Debt Documents. If the Collateral Agent at any time receives written notice that any event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens under the Security DocumentsDefault has occurred, the Collateral Agent will promptly deliver written notice thereof to the Borrower and each Secured Debt Representative. ThereafterIn the event any Secured Debt Representative, following the delivery of (and with reference to) any such notice, requests in writing that the Collateral Agent pursue any lawful action described in the immediately succeeding sentence, the Collateral Agent shall notify the Borrower and each other Secured Debt Representative thereof in writing and seek the consent of the Required Debtholders to pursue such action (it being understood that the Collateral Agent shall not be required to advise the Required Debtholders to pursue such action). Following receipt of any notice that a Secured Debt Default has occurred and until such time as it receives a notice by such Secured Debt Representative rescinding such Secured Debt Default, the Collateral Agent may await direction by an Act of Required Secured Parties Debtholders and will act, or decline to act, as directed by an Act of Required Secured PartiesDebtholders, in the exercise and enforcement of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior Debtholders. Subsequent to the Discharge of First Lien Obligations, upon expiration of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline delivering written notice to exercise enforcement rights, powers the Borrower and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien each Secured Parties or a First Lien Debt Representative shall have caused that any Secured Debt Default has occurred entitling the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all foreclose upon, collect or any material portion of the Collateral; providedotherwise enforce its Liens thereunder, furtherthen, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured PartiesDebtholders, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default all lawful and commercially reasonable actions permitted under any Secured Debt Document as the Security Documents that it may deem necessary or advisable and to protect or preserve its interest in the best interest of Collateral subject thereto and the Secured Partiesinterests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents.

Enforcement of Liens. If the Collateral Agent Trustee at any time receives written notice that any event Triggering Event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent Trustee to foreclose upon, collect or otherwise enforce its Liens hereunder or under the any Security DocumentsDocument, the Collateral Agent Trustee will promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the Collateral Agent Trustee may await written direction by an Act of Required Secured Parties and Debtholders and, will act, or decline to act, as directed by an Act of Required Secured PartiesDebtholders, subject to its receipt of indemnity or security reasonably satisfactory to it, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Secured Debt Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent Trustee, subject to its receipt of indemnity or security reasonably satisfactory to it, will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Debtholders. Notwithstanding anything to the contrary contained in this Agreement, at any time while a payment default has occurred and is continuing with respect to any Series of Secured Debt following the final maturity thereof, the acceleration by the holders of such Series of Secured Debt of the maturity of all then outstanding Secured Obligations in respect thereof or by X. Xxxx or any Specified Hedge Counterparty of any hedging transactions under any Hedge Agreement Documents, and in either case after the passage of a period of 210 days (the “Non-controlling Secured Parties’ Standstill Period”) from the date of delivery of a notice of same (and requesting that enforcement action be taken with respect to the Collateral) to the Collateral Trustee and each other Secured Representative and so long as the respective payment default shall not have been cured or waived (or the respective acceleration rescinded), the Collateral Trustee shall, subject to its receipt of indemnity or security satisfactory to it, as directed by the Majority Holders in respect of such Series of Secured Debt, take enforcement action with respect to the Collateral and exercise their rights and remedies in respect of Collateral under the respective Security Documents; provided, however, that, prior no holder of such Series of Secured Debt shall be permitted to direct the Discharge of First Lien ObligationsCollateral Trustee to exercise or continue to exercise any such rights or remedies if, upon notwithstanding the expiration of the Second Lien Non-controlling Secured Parties’ Standstill Period, (i) the Collateral Agent shall exercise Trustee (whether or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as not directed by the Act of Required Second Lien Secured Debtholders and as provided or Majority Holders in Section 2.5 hereof unless respect of a Series of Secured Debt) or the First Lien Required Secured Parties or a First Lien Representative Debtholders shall have caused the Collateral Agent to commence commenced and be diligently pursue pursuing the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge Collateral (prompt notice of First Lien Obligations but prior such exercise to be given to the Discharge of Second Lien Obligations, upon expiration Secured Representative of the Third Lien Standstill Period, holders of the relevant Series of Secured Debt) or (ii) an Insolvency or Liquidation Proceeding (as defined in the Existing Indenture) in respect of the respective Grantor shall have been commenced and be continuing. Subsequent to the Collateral Agent shall exercise or decline Trustee delivering written notice to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien each Secured Parties or the Second Lien Administrative Agent shall have caused Representative that any Triggering Event has occurred entitling the Collateral Agent Trustee to commence and diligently pursue the exercise of rights and remedies with respect to all foreclose upon, collect or any material portion of otherwise enforce its Liens on the Collateral. Unless , unless it has been directed to the contrary by an Act of Required Secured PartiesDebtholders, the Collateral Agent in any event Trustee may (but will not be obligated to) take or refrain from taking such action with respect to any default all lawful and commercially reasonable actions permitted under any the Secured Debt Document as it may deem advisable and Documents or other Security Documents to protect or preserve its interest in the best interest Collateral subject thereto and the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents. Each of the Secured PartiesParties (by its acceptance of the benefits hereof) hereby acknowledges and agrees that the Collateral Trustee’s ability to take certain actions under this Section 3.3 is subject to the express limitations set forth in the Acknowledgment Agreement and the Collateral Rights Agreement.

Enforcement of Liens. If the Collateral Agent at any time receives written notice that any event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens under the Security Documents, the Collateral Agent will promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the Collateral Agent may await direction by an Act of Required Secured Parties and will act, or decline to act, as directed by an Act of Required Secured Parties, in the exercise and enforcement of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, (a) (i) At all times prior to the Discharge of First Lien Obligations, upon expiration of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a will have, subject to the terms of this Agreement and the other First Lien Representative shall have caused Documents, the right to authorize and direct the First Lien Collateral Agent with respect to the First Lien Collateral Documents and the Collateral, including, without limitation, the exclusive right to authorize or direct the First Lien Collateral Agent to commence and diligently pursue the enforce, collect or realize on any Collateral or exercise of rights and remedies any other right or remedy with respect to all or any material portion of the Collateral; provided, further, however, that, . (ii) At all times after the Discharge of First Lien Obligations but prior to before the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or will have, subject to the terms of this Agreement and the other Second Lien Documents, the right to authorize and direct the Second Lien Administrative Collateral Agent shall have caused with respect to the Second Lien Collateral Documents and the Collateral, including, without limitation, the exclusive right to authorize or direct the Second Lien Collateral Agent to commence and diligently pursue the enforce, collect or realize on any Collateral or exercise of rights and remedies any other right or remedy with respect to all or any material portion of the Collateral. Unless it has been directed (b) (i) Until the Discharge of First Lien Obligations, except to the contrary extent directed or consented to in writing by an Act of the Required First Lien Secured Parties, none of the First Lien Collateral Agent Agent, any First Lien Secured Debt Representative or any other First Lien Secured Party will: (A) request judicial relief, in any event may (but will not be obligated to) take Insolvency or refrain from taking such action with Liquidation Proceeding or in any other court, that would hinder, delay, limit or prohibit the lawful exercise or enforcement of any right or remedy otherwise available to the First Lien Secured Parties in respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Liens granted to the First Lien Collateral Agent, for the benefit of the First Lien Secured Parties.; (B) oppose or otherwise contest any motion for relief from the automatic stay or for any injunction against foreclosure or enforcement of Liens granted to the First Lien Collateral Agent, for the benefit of the First Lien Secured Parties, made by the First Lien Collateral Agent, acting at the direction of, or as consented to by, the Required First Lien Secured Parties, in any Insolvency or Liquidation Proceeding; (C) oppose or otherwise contest any lawful exercise by the First Lien Collateral Agent, acting at the direction of, or as consented to by, the Required First Lien Secured Parties, of the right to credit bid the First Lien Obligations at any sale in foreclosure of the Liens granted to the First Lien Collateral Agent, for the benefit of the First Lien Secured Parties; or (D) oppose or otherwise contest any other request for judicial relief made in any court by the First Lien Collateral Agent, acting at the direction of, or as consented to

Enforcement of Liens. (a) If the Collateral Agent Trustee at any time receives written notice from a Parity Lien Representative stating that any event has occurred that constitutes a default or event of default under any Secured Debt Parity Lien Document entitling the Collateral Agent Trustee to foreclose upon, collect or otherwise enforce its Liens under the Parity Lien Security Documents, the Collateral Agent Trustee will promptly deliver written notice thereof to each Secured Debt Parity Lien Representative. Thereafter, the Collateral Agent Trustee may await direction by an Act of Required Secured Parties and Parity Lien Debtholders and, subject to the terms of the Intercreditor Agreement, will act, or decline to act, as directed by an Act of Required Secured PartiesParity Lien Debtholders, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the Parity Lien Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to the Discharge of First Parity Lien Obligations, upon expiration of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the CollateralDebtholders. Unless it has been directed to the contrary by an Act of Required Secured PartiesParity Lien Debtholders, the Collateral Agent Trustee in any event may (but will not be obligated to) ), subject to the terms of the Intercreditor Agreement, take or refrain from taking such action with respect to any default or event of default under any Secured Debt Parity Lien Document as it may deem advisable and in the best interest of the holders of Parity Lien Obligations; provided, however, nothing in this Section 3.3(a) shall require Collateral Trustee to take any action, or refrain to take any action which, in its judgment or the judgment of its counsel, may expose Collateral Trustee to liability or that is contrary to any Parity Lien Documents or applicable Governmental Requirement. No Parity Lien Secured PartiesParty will contest, protest or object to the exercise of any enforcement right relating to the Collateral brought by the Collateral Trustee or any other exercise by the Collateral Trustee of any rights and remedies relating to the Collateral, in each case, in accordance with the terms of this Agreement.

Enforcement of Liens. If the Collateral Agent Trustee at any time receives written notice from a Parity Lien Representative stating that any event has occurred that constitutes a default under any Secured Debt Parity Lien Document for which such Parity Lien Representative serves as Parity Lien Representative, entitling the Collateral Agent Trustee to foreclose upon, collect or otherwise enforce its Liens under the Parity Lien Security Documents, the Collateral Agent Trustee will promptly deliver written notice thereof to each Secured Debt other Parity Lien Representative. Thereafter, the Collateral Agent Trustee may await direction by an Act of Required Secured Parties and Parity Lien Debtholders and, subject to the terms of the Intercreditor Agreement, will act, or decline to act, as directed by an Act of Required Secured PartiesParity Lien Debtholders, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the Parity Lien Security Documents or applicable law Legal Requirement and, following the initiation of such exercise of remedies, the Collateral Agent will Trustee will, subject to the terms of the Intercreditor Agreement, act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to the Discharge of First Parity Lien Obligations, upon expiration of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the CollateralDebtholders. Unless it has been directed to the contrary by an Act of Required Secured PartiesParity Lien Debtholders, the Collateral Agent Trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Parity Lien Document as it may deem advisable and in the best interest of the Secured Partiesholders of Parity Lien Obligations, subject to the terms of the Intercreditor Agreement.

Enforcement of Liens. If the Collateral Agent at any time receives written notice that any event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens under the Security Documents, the Collateral Agent will promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the Collateral Agent may await direction by an Act of Required Secured Parties and will act, or decline to act, as directed by an Act of Required Secured Parties, in the exercise and enforcement of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to the Discharge of First Lien Obligations, that upon expiration of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Junior Lien Debtholders and as provided in Section 2.5 2.4 hereof unless the First priority Lien Secured Parties or a First Priority Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured Parties.

Enforcement of Liens. If the Collateral Agent Trustee at any time receives written notice stating that any event has occurred that constitutes a default under any Secured Debt Pari Passu Lien Document entitling the Collateral Agent Trustee to foreclose upon, collect or otherwise enforce its Liens under the Security Documentsthereunder, the Collateral Agent Trustee will promptly deliver written notice thereof to each Secured Debt Pari Passu Lien Representative. Subject to the Intercreditor Agreements, the Pari Passu Lien Representatives may enforce (or refrain from enforcing) or instruct the Collateral Trustee to enforce the provisions of the Pari Passu Lien Documents and exercise (or refrain from exercising) or instruct the Collateral Trustee to exercise remedies thereunder or any such rights and remedies, all in such order and in such manner as they may determine pursuant to the Pari Passu Lien Documents. Thereafter, the Collateral Agent Trustee may await direction by an Act of Required Secured Parties Debtholders and will act, or decline to act, as directed by an Act of Required Secured PartiesDebtholders, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral (subject to the Intercreditor Agreements) or under the Security Documents or applicable law andlaw, and following the initiation of such exercise of remedies, the Collateral Agent Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to the Discharge of First Lien Obligations, upon expiration of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the CollateralDebtholders. Unless it has been directed to the contrary by an Act of Required Secured PartiesDebtholders, the Collateral Agent Trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Pari Passu Lien Document as it may deem advisable and in the best interest of the Secured Parties.holders of Pari Passu Lien Obligations, including but not limited to:

Enforcement of Liens. Each Secured Party hereby agrees to promptly notify the Collateral Agent in writing of any Default or Event of Default arising under the Loan Documents. If the Collateral Agent at any time receives written notice that any event Default or Event of Default has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens under the Security Documentsoccurred, the Collateral Agent will promptly deliver written notice thereof to the Borrower and each Secured Debt RepresentativeParty. ThereafterIn the event any Secured Party, following the delivery of (and with reference to) any such notice, requests in writing that the Collateral Agent pursue any lawful action described in the immediately succeeding sentence, the Collateral Agent shall notify the Borrower and each other Secured Party thereof in writing and seek the consent of the Required Lenders to pursue such action (it being understood that the Collateral Agent shall not be required to advise the Required Lenders to pursue such action). Following receipt of any notice that a Default or Event of Default has occurred and until such time as it receives a notice by such Secured Party rescinding such Default or Event of Default, the Collateral Agent may await direction by an Act of Required Secured Parties Lenders and will act, or decline to act, as directed by an Act of Required Secured PartiesLenders, in the exercise and enforcement of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior Lenders. Subsequent to the Discharge of First Lien Obligations, upon expiration of the Second Lien Standstill Period, the Collateral Agent shall exercise delivering written notice to the Borrower and each Secured Party that any Default or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused Event of Default has occurred entitling the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all foreclose upon, collect or any material portion of the Collateral; providedotherwise enforce its Liens thereunder, furtherthen, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured PartiesLenders, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default all lawful and commercially reasonable actions permitted under any Secured Debt Document as the Security Documents that it may deem necessary or advisable and to protect or preserve its interest in the best interest of Collateral subject thereto and the Secured Partiesinterests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents.

Enforcement of Liens. If Subject to the terms set forth in the Intercreditor Agreement, if the Collateral Agent Trustee at any time receives written notice that any event has occurred that constitutes a default under any Secured Debt Parity Lien Document entitling the Collateral Agent Trustee to foreclose upon, collect or otherwise enforce its Liens under the Parity Lien Security Documents, the Collateral Agent Trustee will promptly deliver written notice thereof to each Secured Debt other Parity Lien Representative. Thereafter, the Collateral Agent Trustee may await direction by an Act of Required Secured Parties and and, subject to the provisions set forth in the Intercreditor Agreement, will act, or decline to act, as directed by an Act of Required Secured Parties, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the Parity Lien Security Documents or applicable law and, following the initiation of such exercise of remediesremedies and, subject to the provisions set forth in the Intercreditor Agreement, the Collateral Agent Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to the Discharge of First Lien Obligations, upon expiration of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Agent Trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Parity Lien Document as it may deem advisable and in the best interest of the Parity Lien Secured Parties.

Enforcement of Liens. If (a) Each Priority Lien Secured Party acting through its respective Priority Lien Representative and/or by its acceptance of the Security Documents agrees with the Collateral Agent at any time receives Trustee that (i) (A) the Priority Lien Representative for the Required First Lien Debtholders on the date of this Agreement is Deutsche Bank AG New York Branch, as identified in the Preamble to this Agreement and (B) the Priority Lien Representative for the Required First Lien Debtholders on Table of Contents the Seventh Amendment Effective Date is Credit Suisse AG, Cayman Islands Branch, (ii) the Priority Lien Representative for the Required First Lien Debtholders is the Controlling Priority Lien Representative on the date of this Agreement, and (iii) whether or not a Shifting Control Date has occurred, the Priority Lien Representative for the Required First Lien Debtholders shall remain the Controlling Priority Lien Representative unless and until the date that the Collateral Trustee and the Priority Lien Representative for the Required First Lien Debtholders has received written notice (a “Shifting Control Notice”) from a Person purporting to be the authorized representative of the First-Out Representative, which notice shall certify that any event has occurred that constitutes a default under any Secured Debt Document entitling (A) the person signing the notice is an authorized representative of the First-Out Representative, (B) the Shifting Control Notice was sent to the Priority Lien Representative for the Required First Lien Debtholders and the Collateral Agent to foreclose uponTrustee, collect or otherwise enforce its Liens under and (C) a Shifting Control Date occurred on the Security Documentsdate specified in such Shifting Control Notice (it being understood and agreed that, without limiting the obligations of the First Lien Representative hereunder, upon the Collateral Trustee’s receipt of a Shifting Control Notice satisfying the foregoing requirements, the Collateral Agent will promptly deliver written notice thereof to each Secured Debt RepresentativeTrustee may assume without further inquiry that the Priority Lien Representative for the Required First Lien Debtholders has received such notice). ThereafterAfter the Collateral Trustee receives a Shifting Control Notice, the Collateral Agent may await direction by an Act of Required Secured Parties and will actFirst-Out Representative shall constitute the Controlling Priority Lien Representative, notwithstanding any notice, demand or decline to act, as directed by an Act of Required Secured Parties, in the exercise and enforcement claim of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral First Lien Representative or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will act, or decline to act, with respect any other Person to the manner of such exercise of remedies as directed by an Act of Required Secured Partiescontrary; provided, however, thatif the Priority Lien Representative for the Required First Lien Debtholders gives the Collateral Trustee notice, prior in writing, stating that (I) the Priority Lien Representative for the Required First Lien Debtholders has commenced an Enforcement Action pursuant to the Discharge of terms hereof and is otherwise diligently pursuing an Enforcement Action and (II) the Priority Lien Representative for the Required First Lien ObligationsDebtholders is still the “Controlling Priority Lien Representative”, upon expiration then the “Shifting Control Date” shall be deemed not to have occurred and the Priority Lien Representative for the Required First Lien Debtholders shall be the “Controlling Priority Lien Representative” unless the Priority Lien Representative for the Required First Lien Debtholders has withdrawn, in writing, its instructions to the Collateral Trustee to pursue an Enforcement Action. Each Person purporting to be the authorized representative of First-Out Representative that delivers a Shifting Control Notice to the Collateral Trustee shall also deliver a Shifting Control Notice to the Priority Lien Representative for the Required First Lien Debtholders, which Shifting Control Notice shall certify that (x) the person signing the notice is an authorized representative of the Second Lien Standstill PeriodFirst-Out Representative, (y) the Shifting Control Notice was sent to the Collateral Agent shall exercise or decline to exercise enforcement rightsTrustee, powers and remedies under (z) a Shifting Control Date occurred on the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided date specified in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured PartiesShifting Control Notice.

Enforcement of Liens. If the Collateral Agent at any time receives from the Required Note Lien Debtholders or a Note Lien Representative written notice that any event Actionable Default has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens under the Security Documentsand is continuing, the Collateral Agent will promptly deliver written notice thereof to each Secured Debt Note Lien Representative. Thereafter, the Collateral Agent may await direction by an Act of the Required Secured Parties Note Lien Debtholders and will act, or decline to act, as directed by an Act of the Required Secured PartiesNote Lien Debtholders, in the exercise and enforcement of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or under the Note Lien Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of the Required Secured Parties; providedNote Lien Debtholders, howeversubject, thatin each case, prior to the Discharge of First Lien Obligations, upon expiration any applicable provisions of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as Intercreditor Agreement. If not directed by the Required Second Note Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured PartiesDebtholders, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default Actionable Default under any Secured Debt Note Lien Document as it may deem advisable and in the best interest of the Secured Partiesholders of Note Lien Obligations. In all circumstances the Collateral Agent may take or refrain from taking action as it deems to be required under the Intercreditor Agreement or appropriate in view of its obligations thereunder.

Enforcement of Liens. If the Collateral Agent at any time receives from the Required Parity Lien Debtholders or a Parity Lien Representative written notice that any event Actionable Default has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens under the Security Documentsand is continuing, the Collateral Agent will promptly deliver written notice thereof to each Secured Debt Parity Lien Representative. Thereafter, the Collateral Agent may await direction by an Act of the Required Secured Parties Parity Lien Debtholders and will act, or decline to act, as directed by an Act of the Required Secured PartiesParity Lien Debtholders, in the exercise and enforcement of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of the Required Secured Parties; providedParity Lien Debtholders, howeversubject, thatin each case, prior to the Discharge of First Lien Obligations, upon expiration any applicable provisions of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as Intercreditor Agreement. If not directed by the Required Second Parity Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured PartiesDebtholders, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Parity Lien Document as it may deem advisable and in the best interest of the Secured Partiesholders of Parity Lien Obligations. In all circumstances the Collateral Agent may take or refrain from taking action as it deems to be required under the Intercreditor Agreement or appropriate in view of its obligations thereunder.

Enforcement of Liens. If the Collateral Agent at any time receives written notice that any event Triggering Event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens hereunder or under the any Security DocumentsDocument, the Collateral Agent will promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the Collateral Agent may await direction by an Act of Required Secured Parties and Debtholders and, subject to its receipt of indemnity or security reasonably satisfactory to it, will act, or decline to act, as directed by an Act of Required Secured PartiesDebtholders, in the exercise and enforcement of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent Agent, subject to its receipt of indemnity or security reasonably satisfactory to it, will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Debtholders. Notwithstanding anything to the contrary contained in this Agreement and without limiting the rights of the Required Secured Debtholders to act as provided above, at any time while a payment default has occurred and is continuing with respect to any Series of Secured Debt following the final maturity thereof, the acceleration by the holders of such Series of Secured Debt of the maturity of all then outstanding Secured Obligations in respect thereof or the termination by X. Xxxx or any Specified Hedge Counterparty of any hedging transactions under any Hedge Agreement Documents, and in either case after the passage of a period of 210 days (the “Non-controlling Secured Parties’ Standstill Period”) from the date of delivery of a notice of same in writing (and requesting that enforcement action be taken with respect to the Common Collateral) to the Collateral Agent and each other Secured Representative and so long as the respective payment default shall not have been cured or waived (or the respective acceleration rescinded), the Collateral Agent shall, as directed by the Majority Holders in respect of such Series of Secured Debt, take enforcement action with respect to the Common Collateral and exercise their rights and remedies in respect of Common Collateral under the respective Security Documents; providedprovided further, however, that, prior notwithstanding the foregoing, in no event shall any holder of such Series of Secured Debt be permitted to the Discharge of First Lien Obligations, upon expiration of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused direct the Collateral Agent to commence exercise or continue to exercise any such rights or remedies if, notwithstanding the expiration of the Non-controlling Secured Parties’ Standstill Period, (i) the Collateral Agent (whether or not directed by the Act of Required Secured Debtholders or Majority Holders in respect of a Series of Secured Debt) or the Required Secured Debtholders shall have commenced and be diligently pursue pursuing the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge Common Collateral (prompt notice of First Lien Obligations but prior such exercise to be given to the Discharge of Second Lien Obligations, upon expiration Secured Representative of the Third Lien Standstill Period, holders of the Collateral Agent relevant Series of Secured Debt) or (ii) an Insolvency Proceeding in respect of the respective Grantor shall exercise or decline to exercise enforcement rights, powers have been commenced and remedies under be continuing. Each of the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused hereby authorizes the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed take action pursuant to the contrary Intercreditor Agreement as directed by an Act of Required Secured Parties, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured PartiesDebtholders.

Enforcement of Liens. If After the Discharge of the Term Loan Obligations, if the Pari Passu Collateral Agent at any time receives written notice that any event has occurred that constitutes a default under any Secured Debt ABL Loan Document entitling the Pari Passu Collateral Agent to foreclose upon, collect or otherwise enforce its Liens take an Enforcement Action with respect to the Term Loan Priority Collateral under the Security Pari Passu Collateral Documents, the Pari Passu Collateral Agent will promptly deliver written notice thereof thereto to each Secured Debt RepresentativeABL Agent. Thereafter, the Pari Passu Collateral Agent may await direction by an Act written instructions of Required Secured Parties the ABL Controlling Agent and will act, or decline to act, as directed by an Act the written instructions of Required Secured Partiesthe ABL Controlling Agent, in the exercise and enforcement of the Pari Passu Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or under the Security Pari Passu Collateral Documents or applicable law andlaw, in each case, against any New Grantor or Term Loan Priority Collateral, and following the initiation of such exercise of remedies, the Pari Passu Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to the Discharge of First Lien Obligations, upon expiration written instructions of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the CollateralABL Controlling Agent. Unless it has been directed to the contrary by an Act the written instructions of Required Secured Partiesthe ABL Controlling Agent, the Pari Passu Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action against any Term Loan Priority Collateral or any New Grantor with respect to any default under any Secured Debt ABL Loan Document as it may deem advisable and in the best interest of the Secured Parties.ABL Claimholders, in each case, to the extent not inconsistent with this Agreement. Table of Contents

Enforcement of Liens. If the Collateral Agent at any time receives written notice from the Directing Pari Passu Debt Representative that any event Triggering Event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens on the Collateral under the any Pari Passu Security DocumentsDocument, the Collateral Agent will promptly deliver written notice thereof to each Secured Pari Passu Debt Representative. Thereafter, the Collateral Agent may await written direction by an Act of Required Secured Parties Pari Passu Debtholders and will act, or decline to act, as directed by an Act of Required Secured PartiesPari Passu Debtholders, in the exercise and enforcement of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or under the Pari Passu Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent will act, or decline to act, with respect to the manner of such exercise of remedies as directed in writing by an Act of Required Pari Passu Debtholders. Subsequent to the Collateral Agent delivering written notice to each Pari Passu Debt Representative that any Triggering Event has occurred entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens on the Collateral, then, unless it has been directed in writing to the contrary by an Act of Required Pari Passu Debtholders, the Collateral Agent in any event may at the written direction of the Directing Pari Passu Debt Representative (but will not be obligated to) take all lawful and commercially reasonable actions permitted under the Pari Passu Security Documents to protect or preserve its interest in the Collateral subject thereto and the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Pari Passu Security Documents. Notwithstanding anything to the contrary contained in this Agreement and without limiting the rights of the Required Pari Passu Debtholders to act as provided above, at any time while a payment default has occurred and is continuing with respect to any Series of Pari Passu Debt following the final maturity thereof or the acceleration by the holders of such Series of Pari Passu Debt of the maturity of all then outstanding Pari Passu Debt Obligations in respect thereof, and in either case after the passage of a period of 180 days (the “Non-controlling Pari Passu Secured Parties’ Standstill Period”) from the date of delivery of a notice of same in writing (and requesting that enforcement action be taken with respect to the Common Collateral) to the Collateral Agent and each other Pari Passu Debt Representative and so long as the respective payment default shall not have been cured or waived (or the respective acceleration rescinded), the Majority Holders in respect of such Series of Pari Passu Debt may direct the Collateral Agent to exercise their rights and remedies in respect of Common Collateral under the respective Pari Passu Security Documents; providedprovided further, however, that, prior to notwithstanding the Discharge foregoing, in no event shall any holder of First Lien Obligations, upon expiration such Series of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused Pari Passu Debt direct the Collateral Agent to commence exercise or continue to exercise (or be permitted to direct the Collateral Agent to exercise or continue to exercise) any such rights or remedies if, notwithstanding the expiration of the Non-controlling Pari Passu Secured Parties’ Standstill Period, (i) the Collateral Agent, at the direction of the Directing Pari Passu Debt Representative (whether or not directed by Act of the Required Pari Passu Debtholders) or the Required Pari Passu Debtholders shall have commenced and be diligently pursue pursuing the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge Common Collateral (prompt notice of First Lien Obligations but prior such exercise to be given to the Discharge of Second Lien Obligations, upon expiration Pari Passu Debt Representative of the Third Lien Standstill Period, holders of the Collateral Agent shall exercise relevant Series of Pari Passu Debt) or decline to exercise enforcement rights, powers and remedies under (ii) an Insolvency or Liquidation Proceeding in respect of the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent respective Grantor shall have caused the Collateral Agent to commence been commenced and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured Partiescontinuing.

Enforcement of Liens. If the Collateral Agent Trustee at any time receives written notice that any event Triggering Event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent Trustee to foreclose upon, collect or otherwise enforce its Liens hereunder or under the any other Security DocumentsDocument, the Collateral Agent Trustee will promptly deliver written notice thereof to each Secured Debt Priority Lien Representative. Thereafter, the Collateral Agent Trustee may await written direction by an Act of Required Secured Parties and Priority Lien Debtholders and, will act, or decline to act, as directed by an Act of Required Secured PartiesPriority Lien Debtholders, subject to its receipt of indemnity or security reasonably satisfactory to it, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Priority Lien Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent Trustee, subject to its receipt of indemnity or security reasonably satisfactory to it, will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Priority Lien Debtholders. Notwithstanding anything to the contrary contained in this Agreement, at any time while a payment default has occurred and is continuing with respect to any Series of Priority Lien Debt following the final maturity thereof, the acceleration by the holders of such Series of Priority Lien Debt of the maturity of all then outstanding Priority Lien Obligations in respect thereof, and after the passage of a period of 210 days (the “Non-controlling Secured Parties’ Standstill Period”) from the date of delivery of a notice of same (and requesting that enforcement action be taken with respect to the Collateral) to the Collateral Trustee and each other Priority Lien Representative and so long as the respective payment default shall not have been cured or waived (or the respective acceleration rescinded), the Collateral Trustee shall, subject to its receipt of indemnity or security satisfactory to it, as directed by the Majority Holders in respect of such Series of Priority Lien Debt, take enforcement action with respect to the Collateral and exercise their rights and remedies in respect of Collateral under the respective Security Documents; provided, however, that, prior no holder of such Series of Priority Lien Debt shall be permitted to direct the Discharge of First Lien ObligationsCollateral Trustee to exercise or continue to exercise any such rights or remedies if, upon notwithstanding the expiration of the Second Lien Non-controlling Secured Parties’ Standstill Period, (i) the Collateral Agent shall exercise Trustee (whether or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as not directed by the Act of Required Second Priority Lien Debtholders and as provided or Majority Holders in Section 2.5 hereof unless respect of a Series of Priority Lien Debt) or the First Required Priority Lien Secured Parties or a First Lien Representative Debtholders shall have caused the Collateral Agent to commence commenced and be diligently pursue pursuing the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge Collateral (prompt notice of First Lien Obligations but prior such exercise to be given to the Discharge of Second Priority Lien Obligations, upon expiration Representative of the Third holders of the relevant Series of Priority Lien Standstill Period, Debt) or (ii) an Insolvency or Liquidation Proceeding in respect of the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent respective Grantor shall have caused the Collateral Agent to commence been commenced and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateralbe continuing. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest Each of the Secured PartiesParties (by its acceptance of the benefits hereof) hereby acknowledges and agrees that the Collateral Trustee’s ability to take certain actions under this Section 3.3 is subject to the express limitations set forth in the Collateral Rights Agreement, if any.

Enforcement of Liens. If the Collateral Agent Trustee at any time receives written notice that any event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent Trustee to foreclose upon, collect or otherwise enforce its Liens under the Security Documents, the Collateral Agent Trustee will promptly deliver written notice thereof to each Secured Debt Representative. Thereafter, the Collateral Agent Trustee may await direction by an Act of Required Secured Parties Debtholders and will act, or decline to act, as directed by an Act of Required Secured PartiesDebtholders, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured PartiesDebtholders, in all cases subject to the limitations set forth in the Intercreditor Agreement; provided, however, that, prior to the Discharge of First Lien Obligations, that upon expiration of the Second Lien Standstill Period, Period the Collateral Agent Trustee shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Parity Lien Debtholders and as provided in Section 2.5 2.4 hereof unless the First priority Lien Secured Parties or a First Priority Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral; provided, further, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent Trustee to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured PartiesDebtholders, the Collateral Agent Trustee in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured Parties, subject in all cases to the limitations in the Intercreditor Agreement.

Enforcement of Liens. (a) (i) The Collateral Agent shall act or refrain from acting with respect to the Collateral only on the written instructions of the Controlling Priority Lien Representative, (ii) the Collateral Agent shall not follow any instructions with respect to the Collateral from any Priority Lien Secured Party other than the Controlling Priority Lien Representative and (iii) no Priority Lien Secured Party (other than the Priority Lien Representative acting as the Controlling Priority Lien Representative) shall or shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to (including any Enforcement Action) or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Collateral, whether under any Security Instrument, applicable law or otherwise, it being agreed that only the Collateral Agent, acting on the written instructions of the Controlling Priority Lien Representative and in accordance with the applicable Security Instruments, shall be entitled to take any such actions or exercise any such remedies with respect to Collateral, including any Enforcement Action; provided that, if and to the extent that such Enforcement Action is to be conducted through receivership, a court-appointed receiver will be utilized. If the Collateral Agent at any time receives written notice from the Controlling Priority Lien Representative stating that any event a Priority Lien Debt Default has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent to foreclose upon, collect or otherwise enforce its Liens under the Security Documentsoccurred, the Collateral Agent at the written direction of the Controlling Priority Lien Representative will promptly deliver written notice thereof to each Secured Debt other Priority Lien Representative. ThereafterNotwithstanding the equal priority of the Liens, the Collateral Agent may await direction by an Act of Required Secured Parties and will act, or decline to act, as directed by an Act of Required Secured Parties, in (acting on the exercise and enforcement written instructions of the Collateral Agent’s interests, rights, powers and remedies in respect of Controlling Priority Lien Representative) may deal with the Collateral as if the Controlling Priority Lien Representative had a senior Lien on the Collateral. No Priority Lien Secured Party will contest, protest or under the Security Documents or applicable law and, following the initiation of such exercise of remedies, object to any Enforcement Action brought by the Collateral Agent will act, or decline to act, with respect to the manner of such any other exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior to the Discharge of First Lien Obligations, upon expiration of the Second Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of any rights and remedies with respect relating to all or any material portion of the Collateral; provided, furtherin each case, however, that, after in accordance with the Discharge terms of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured Parties, the Collateral Agent in any event may (but will not be obligated to) take or refrain from taking such action with respect to any default under any Secured Debt Document as it may deem advisable and in the best interest of the Secured Partiesthis Agreement.

Enforcement of Liens. If The Collateral Trust and Notes Priority Intercreditor Agreement provides that, if the Collateral Agent Trustee at any time receives written notice from the Directing Notes Priority Representative that any event Triggering Event has occurred that constitutes a default under any Secured Debt Document entitling the Collateral Agent Trustee to foreclose upon, collect or otherwise enforce its Liens under on the Security DocumentsCollateral, the Collateral Agent Trustee will promptly deliver written notice thereof to each Secured Debt Notes Priority Representative, unless such notice is not required by the governing indenture. Thereafter, the Collateral Agent Trustee may await written direction by an Act of Required Secured Parties Notes Priority Debtholders and will act, or decline to act, as directed by an Act of Required Secured PartiesNotes Priority Debtholders, in the exercise and enforcement of the Collateral AgentTrustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Notes Priority Documents or applicable law and, following the initiation of such exercise of remedies, the Collateral Agent Trustee will act, or decline to act, with respect to the manner of such exercise of remedies as directed by an Act of Required Secured Parties; provided, however, that, prior Notes Priority Debtholders. Subsequent to the Discharge of First Lien Obligations, upon expiration of the Second Lien Standstill Period, Collateral Trustee delivering written notice to each Notes Priority Representative that any Triggering Event has occurred entitling the Collateral Agent shall exercise Trustee to foreclose upon, collect or decline to exercise enforcement rights, powers and remedies under the Second Lien Security Documents as directed by the Required Second Lien Debtholders and as provided in Section 2.5 hereof unless the First Lien Secured Parties or a First Lien Representative shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of otherwise enforce its Liens on the Collateral; provided, furtherthen, however, that, after the Discharge of First Lien Obligations but prior to the Discharge of Second Lien Obligations, upon expiration of the Third Lien Standstill Period, the Collateral Agent shall exercise or decline to exercise enforcement rights, powers and remedies under the Third Lien Security Documents as directed by the Required Third Lien Debtholders and as provided in Section 2.5 hereof unless the Second Lien Secured Parties or the Second Lien Administrative Agent shall have caused the Collateral Agent to commence and diligently pursue the exercise of rights and remedies with respect to all or any material portion of the Collateral. Unless it has been directed to the contrary by an Act of Required Secured PartiesNotes Priority Debtholders, the Collateral Agent Trustee in any event may at the direction of the Directing Notes Priority Representative (but will not be obligated to) take all lawful and commercially reasonable actions permitted under the Notes Priority Documents to protect or refrain from taking such action preserve its interest in the Collateral subject thereto and the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Notes Priority Documents. Without limiting the rights of the Required Notes Priority Debtholders to act as provided above, at any time while a payment default has occurred and is continuing with respect to any default under any Secured Series of Notes Priority Debt Document as it may deem advisable following the final maturity thereof or the acceleration by the holders of such Series of Notes Priority Debt of the maturity of all then outstanding Notes Priority Obligations in respect thereof, and in either case after the best interest passage of a period of 180 days (the “Non-controlling Notes Priority Secured Parties’ Standstill Period”) from the date of delivery of a notice of the same in writing (and requesting that enforcement action be taken with respect to the Collateral) to the Collateral Trustee and each other Notes Priority Representative and so long as the payment default has not been cured or waived (or the acceleration rescinded), the Majority Holders in respect of such Series of Notes Priority Debt may exercise their rights and remedies in respect of Collateral under the Notes Priority Documents; provided further, however, that, notwithstanding the foregoing, in no event shall any holder of such Series of Notes Priority Debt exercise or continue to exercise (or be permitted to direct the Collateral Trustee to exercise or continue to exercise) any such rights 141 or remedies if, notwithstanding the expiration of the Non-controlling Notes Priority Secured Parties’ Standstill Period, (i) the Collateral Trustee at the direction of the Directing Notes Priority Representative (whether or not directed by an Act of Required Notes Priority Debtholders) or the Required Notes Priority Debtholders have commenced and are diligently pursuing the exercise of rights and remedies with respect to any of the Collateral (prompt notice of such exercise to be given to the Notes Priority Representative of the holders of the relevant Series of Notes Priority Debt) or (ii) an Insolvency or Liquidation Proceeding in respect of the respective Grantor has been commenced and is continuing.