Common use of Exclusive Enforcement Clause in Contracts

Exclusive Enforcement. (a) Until the Revolving Facility Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Revolving Facility Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Revolving Facility Priority Collateral, without any consultation with or consent of any Term Facility Secured Party except as otherwise expressly provided for in this Agreement; provided that nothing contained herein shall be construed as preventing the Term Facility Agent or any Term Facility Secured Party from taking any action which is reasonably necessary to (i) perfect the Term Facility Liens upon the Revolving Facility Priority Collateral (other than by possession or “control” (within the meaning of the Uniform Commercial Code)), (ii) prove, preserve or protect (but not enforce) the Term Facility Liens upon the Revolving Facility Priority Collateral, so long as such action would not, in any case, adversely affect any Revolving Facility Lien or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority Collateral in accordance with the express terms of this Agreement, including Section 2.5 and this Section 3.1. Upon the occurrence and during the continuance of an event of default under the Revolving Facility Documents, the Revolving Facility Agent and the other Revolving Facility Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility Obligations and the Revolving Facility Priority Collateral in such order and manner as they may determine in their sole discretion and in accordance with the provisions of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 and Section 3.2, if (a) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an Enforcement Action with respect to the Revolving Facility Priority Collateral within 180 days after the receipt of such notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility Priority Collateral to the extent that Term Facility Enforcement Trigger Events are continuing on the last day of such period (it being understood that the proceeds of any such Enforcement Action shall be applied in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions of this Agreement).

Exclusive Enforcement. (a) Until With respect to each Type of Common Collateral, until the Revolving Facility First Priority Obligations Payment Date has occurredDate, whether or not an Insolvency Proceeding has been commenced by or against any Loan PartyGrantor, the Revolving Facility First Priority Secured Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to the Revolving Facility Priority such Common Collateral, without any consultation with or consent of any Term Facility Second Priority Secured Party except as otherwise expressly provided for in this Agreementwith respect to such Common Collateral; provided that nothing contained herein shall be construed as preventing the Term Facility Agent or Second Priority Secured Parties with respect to any Term Facility Secured Party from taking any action which is reasonably necessary Common Collateral may exercise credit bidding rights with respect to such Common Collateral to the extent expressly permitted under clause (iy) perfect the Term Facility Liens upon the Revolving Facility Priority Collateral (other than by possession or “control” (within the meaning of the Uniform Commercial CodeSection 5.6(a)), (ii) prove, preserve or protect (but not enforce) the Term Facility Liens upon the Revolving Facility Priority . With respect to each Type of Common Collateral, so long as such action would not, in any case, adversely affect any Revolving Facility Lien or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority Collateral in accordance with the express terms of this Agreement, including Section 2.5 and this Section 3.1. Upon the occurrence and during the continuance of an event of default under the Revolving Facility First Priority Documents (and subject to the provisions of the First Priority Documents), the Revolving Facility Agent First Priority Representative and the other Revolving Facility First Priority Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility applicable First Priority Obligations and the Revolving Facility Priority such Common Collateral in such order and manner as they may determine in their sole discretion discretion. (b) Notwithstanding Section 3.1(a), with respect to each Type of Common Collateral, the Second Priority Representative and in accordance the Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the provisions Common Collateral after a period of 180 days has elapsed since the date on which the Second Priority Representative has delivered to the First Priority Representative written notice of the Revolving Facility Documents. Notwithstanding acceleration or non-payment at maturity of the indebtedness then outstanding under the Second Priority Documents (the “Second Priority Standstill Period”); provided, that, notwithstanding the expiration of the Second Priority Standstill Period or anything to the contrary in this Section 3.1 and Section 3.2herein, if (a) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an Enforcement Action with respect to each Type of Common Collateral, in no event shall the Revolving Facility Second Priority Representative or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to such Common Collateral within 180 days after if the receipt First Priority Representative or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to all or a material portion of such Common Collateral (prompt written notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior thereof to be given to the conclusion Second Priority Representative by the First Priority Representative). If any stay or other order prohibiting the exercise of such Enforcement Action other than remedies with respect to any Type of Common Collateral has been entered in connection with any Insolvency Proceeding or by a court of competent jurisdiction, the settlement thereof Second Priority Standstill Period with respect to such Common Collateral shall be tolled during the pendency of any such stay or other order. (c) It is understood that Sections 3.1(a) and 3.1(b) do not restrict the cure following: (i) in any Insolvency Proceeding commenced by or against any Grantor, the Second Priority Representative with respect to each Type of Common Collateral may file a claim or statement of interest with respect to such Type of Common Collateral; (ii) the Second Priority Representative with respect to each Type of Common Collateral may take any action (not adverse to the priority or perfection status of the underlying Term Facility Enforcement Trigger EventsLiens securing the First Priority Obligations with respect to each Type of Common Collateral, then or the rights of the First Priority Representative or the First Priority Secured Parties with respect to such 180Type of Common Collateral to exercise remedies in respect thereof) in order to create, preserve, perfect or protect (but not enforce) the Second Priority Lien on such Type of Common Collateral; (iii) the Second Priority Secured Parties with respect to each Type of Common Collateral shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Secured Parties with respect to such Type of Common Collateral, if any, in each case to the extent not inconsistent with the terms of this Agreement; (iv) the Second Priority Secured Parties with respect to each Type of Common Collateral shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any bankruptcy, insolvency or similar law or applicable non-day period bankruptcy law, in each case to the extent not inconsistent with the terms of this Agreement; and (v) the Second Priority Secured Parties with respect to each Type of Common Collateral shall continue be entitled to accrue as if such Enforcement Action had not been initiated) or vote on any plan of reorganization and file any proof of claim in an Insolvency Proceeding occurs during such periodor otherwise and make any arguments and motions that are, the Term Facility Agent and the Term Facility Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility Priority Collateral in each case, to the extent that Term Facility Enforcement Trigger Events are continuing on the last day of such period (it being understood that the proceeds of any such Enforcement Action shall be applied in accordance not inconsistent with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions terms of this Agreement).

Exclusive Enforcement. (a) Until the Revolving Facility First Lien Obligations Payment Date has occurredhave been Paid in Full, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Revolving Facility Secured Parties First Lien Representative shall have the exclusive right to take and continue continue, or not to take (subject to clause (a) below), any Enforcement Action with respect to the Revolving Facility Priority Collateral, without any consultation with or consent of any Term Facility Second Lien Secured Party, but subject to the proviso set forth in Section 5.01, and (a) from the date hereof until the occurrence of the Second Lien Enforcement Date (such period, the “Standstill Period”), neither the Second Lien Representative nor any Second Lien Secured Party except as otherwise expressly provided for shall exercise or seek to exercise any rights or remedies (including any right of set-off or recoupment) with respect to any Second Lien Collateral (including, without limitation, the exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Representative or any Second Lien Secured Party may be a party) or institute or commence (or join with any other Person in this Agreement; commencing) any enforcement, collection, execution, levy or foreclosure action or proceeding (including, without limitation, any Insolvency Proceeding) with respect to any Lien held by it under the Second Lien Collateral Documents or otherwise, provided that nothing contained herein shall be construed as preventing the Term Facility Agent Second Lien Representative on behalf of itself or any Term Facility other Second Lien Secured Party, may exercise any or all such rights after the Second Lien Enforcement Date only so long as the First Lien Representative has not commenced, prior to the expiration of the Standstill Period, the exercise of, and is not diligently pursuing in good faith, any of its rights or remedies with respect to all or a material portion of the Collateral (including seeking relief from the automatic stay or any other stay in any Insolvency Proceeding), and (b) neither the Second Lien Representative nor any Second Lien Secured Party from taking any action which is reasonably necessary to shall (i) perfect contest, protest or object to, or otherwise interfere with, hinder or delay, any foreclosure proceeding or action brought by the Term Facility Liens upon First Lien Representative or any First Lien Secured Party, any rights and remedies relating to the Revolving Facility Priority Collateral (other than by possession under the First Lien Collateral Documents or “control” (within otherwise, provided that the meaning respective interests of the Uniform Commercial Code))Second Lien Secured Parties attach to the proceeds thereof, subject to the relative priorities described in Section 4.01 hereof or (ii) provecontest, preserve protest or protect (but not enforce) object to the Term Facility Liens upon forbearance by the Revolving Facility Priority First Lien Representative or the First Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to any Collateral, so long as such action would not, in any case, adversely affect any Revolving Facility Lien or (iii) enforce any Term Facility Liens upon . In the Revolving Facility Priority Collateral event that in accordance with the express terms of this Agreement, including Section 2.5 and this Section 3.1. Upon the occurrence and during the continuance of an event of default under the Revolving Facility Documentsprovisions above, the Revolving Facility Agent Second Lien Representative, on behalf of itself or any other Second Lien Secured Party, has commenced any actions to enforce its Lien on any Collateral and is diligently pursuing such actions, neither the First Lien Representative nor any First Lien Secured Party shall take any action of a similar nature with respect to such Collateral. In exercising rights and remedies in any Enforcement Action or with respect to the Collateral in accordance herewith, the First Lien Representative and the other Revolving Facility First Lien Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility First Lien Obligations and the Revolving Facility Priority Collateral exclusively and in such order and manner as they may determine in their sole discretion and in accordance with the provisions of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 and Section 3.2, if (a) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an Enforcement Action with respect to the Revolving Facility Priority Collateral within 180 days after the receipt of such notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility Priority Collateral to the extent that Term Facility Enforcement Trigger Events are continuing on the last day of such period (it being understood that the proceeds of any such Enforcement Action shall be applied in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions of this Agreement)discretion.

Exclusive Enforcement. (a) Until With respect to each Type of Common Collateral, until the Revolving Facility First Priority Obligations Payment Date has occurredDate, whether or not an Insolvency Proceeding has been commenced by or against any Loan PartyGrantor, the Revolving Facility First Priority Secured Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to the Revolving Facility Priority such Common Collateral, without any consultation with or consent of any Term Facility Second Priority Secured Party except as otherwise expressly provided for in this Agreementor any Third Priority Secured Party with respect to such Common Collateral; provided that nothing contained herein shall be construed as preventing the Term Facility Agent or Second Priority Secured Parties and the Third Priority Secured Parties with respect to any Term Facility Secured Party from taking any action which is reasonably necessary Common Collateral may exercise credit bidding rights with respect to such Common Collateral to the extent expressly permitted under clause (iy) perfect the Term Facility Liens upon the Revolving Facility Priority Collateral of Section 5.6(a) and clause (other than by possession or “control” (within the meaning y) of the Uniform Commercial CodeSection 5.6(b)), (ii) prove, preserve or protect (but not enforce) the Term Facility Liens upon the Revolving Facility Priority . With respect to each Type of Common Collateral, so long as such action would not, in any case, adversely affect any Revolving Facility Lien or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority Collateral in accordance with the express terms of this Agreement, including Section 2.5 and this Section 3.1. Upon the occurrence and during the continuance of an event of default under the Revolving Facility First Priority Documents (and subject to the provisions of the First Priority Documents), the Revolving Facility Agent First Priority Representative and the other Revolving Facility First Priority Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility applicable First Priority Obligations and the Revolving Facility Priority such Common Collateral in such order and manner as they may determine in their sole discretion discretion. (b) Notwithstanding Section 3.1(a), with respect to each Type of Common Collateral, the Second Priority Representative and in accordance the Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the provisions Common Collateral after a period of 180 days has elapsed since the date on which the Second Priority Representative has delivered to the First Priority Representative written notice of the Revolving Facility Documents. Notwithstanding acceleration or non-payment at maturity of the indebtedness then outstanding under the Second Priority Documents (the “Second Priority Standstill Period”); provided, however, that notwithstanding the expiration of the Second Priority Standstill Period or anything to the contrary in this Section 3.1 and Section 3.2herein, if (a) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an Enforcement Action with respect to each Type of Common Collateral, in no event shall the Revolving Facility Second Priority Representative or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to such Common Collateral within 180 days after if the receipt First Priority Representative or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to all or a material portion of such Common Collateral (prompt written notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior thereof to be given to the conclusion Second Priority Representative by the First Priority Representative). If any stay or other order prohibiting the exercise of such Enforcement Action other than remedies with respect to any Type of Common Collateral has been entered in connection with any Insolvency Proceeding or by a court of competent jurisdiction, the settlement thereof Second Priority Standstill Period with respect to such Common Collateral shall be tolled during the pendency of any such stay or other order. (c) It is understood that Sections 3.1(a) and 3.1(b) do not restrict the following: (i) in any Insolvency Proceeding commenced by or against any Grantor, the Second Priority Representative and the cure Third Priority Representative with respect to each Type of Common Collateral may file a claim or statement of interest with respect to such Type of Common Collateral; (ii) (A) the Second Priority Representative with respect to each Type of Common Collateral may take any action (not adverse to the priority or perfection status of the underlying Term Facility Enforcement Trigger EventsLiens securing the First Priority Obligations with respect to each Type of Common Collateral, then or the rights of the First Priority Representative or the First Priority Secured Parties with respect to such 180Type of Common Collateral to exercise remedies in respect thereof) in order to create, preserve, perfect or protect (but not enforce) the Second Priority Lien on such Type of Common Collateral and (B) the Third Priority Representative with respect to each Type of Common Collateral may take any action (not adverse to the priority or perfection status of the Liens securing the First Priority Obligations or the Second Priority Obligations with respect to each Type of Common Collateral, or the rights of the First Priority Representative or the First Priority Secured Parties or the Second Priority Representative or the Second Priority Secured Parties with respect to such Type of Common Collateral to exercise remedies in respect thereof) in order to create, preserve, perfect or protect (but not enforce) the Third Priority Lien on such Type of Common Collateral; (iii) (A) the Second Priority Secured Parties with respect to each Type of Common Collateral shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Secured Parties with respect to such Type of Common Collateral, if any, in each case to the extent not inconsistent with the terms of this Agreement and (B) the Third Priority Secured Parties with respect to each Type of Common Collateral shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Third Priority Secured Parties with respect to such Type of Common Collateral, if any, in each case to the extent not inconsistent with the terms of this Agreement; (iv) the Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any bankruptcy, insolvency or similar law or applicable non-day period bankruptcy law, in each case to the extent not inconsistent with the terms of this Agreement; and (v) the Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral shall continue be entitled to accrue as if such Enforcement Action had not been initiated) or vote on any plan of reorganization and file any proof of claim in an Insolvency Proceeding occurs during such periodor otherwise and make any arguments and motions that are, the Term Facility Agent and the Term Facility Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility Priority Collateral in each case, to the extent that Term Facility Enforcement Trigger Events are continuing on the last day of such period (it being understood that the proceeds of any such Enforcement Action shall be applied in accordance not inconsistent with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions terms of this Agreement).

Exclusive Enforcement. (a) Until the Revolving Facility First Priority Obligations Payment Date has occurredDate, whether or not an Insolvency Proceeding has been commenced by or against any Loan PartyGrantor, the Revolving Facility First Priority Secured Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to the Revolving Facility ABL Priority Collateral, without any consultation with or consent of any Term Facility Second Priority Secured Party except as otherwise expressly provided for in this Agreement; provided that nothing contained herein shall be construed as preventing the Term Facility Agent or any Term Facility Secured Party from taking any action which is reasonably necessary to (i) perfect the Term Facility Liens upon the Revolving Facility Priority Collateral (other than by possession or “control” (within the meaning of the Uniform Commercial Code)), (ii) prove, preserve or protect (but not enforce) the Term Facility Liens upon the Revolving Facility Priority Collateral, so long as such action would not, in any case, adversely affect any Revolving Facility Lien or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority Collateral in accordance with the express terms of this Agreement, including Section 2.5 and this Section 3.1Party. Upon the occurrence and during the continuance of an event of default under the Revolving Facility First Priority Documents (and subject to the provisions of the First Priority Documents), the Revolving Facility Agent First Priority Representative and the other Revolving Facility First Priority Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility applicable First Priority Obligations and the Revolving Facility ABL Priority Collateral in such order and manner as they may determine in their sole discretion discretion. (b) Notwithstanding Section 3.1(a), the Term Loan/Notes Representative and the other Term Loan Notes Secured Parties (or, if no Term Loan/Notes Secured Obligations are then outstanding, the Junior Priority Representative and the other Junior Priority Secured Parties) may enforce any of their rights and exercise any of their remedies with respect to the ABL Priority Collateral after a period of 180 days has elapsed since the date on which the Term Loan/Notes Representative (or, if no Term Loan/Notes Secured Obligations are then outstanding, the Junior Priority Representative) has delivered to the First Priority Representative written notice of the acceleration or non-payment at maturity of the indebtedness then outstanding under any Term Loan/Notes Document (or, if no Term Loan/Notes Secured Obligations are then outstanding, the Junior Priority Documents) (the “Second Priority Standstill Period”); provided, that notwithstanding the expiration of the Second Priority Standstill Period or anything to the contrary herein in no event shall any Second Priority Representatives or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to the ABL Priority Collateral if the First Priority Representative or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing the enforcement or exercise of any rights or remedies with respect to the ABL Priority Collateral; provided further that the Second Priority Standstill Period shall be stayed, tolled and deemed not to have expired during the pendency of any Insolvency Proceeding or during any period of time for which any stay or other order prohibiting the exercise of remedies with respect to any ABL Priority Collateral has been entered by a court of competent jurisdiction and is in effect. (c) It is understood that Sections 3.1(a) and 3.1(b) do not restrict the following: (i) in any Insolvency Proceeding commenced by or against any Grantor, any Second Priority Secured Party may file a proof of claim or statement of interest with respect to the ABL Priority Collateral; (ii) the Second Priority Secured Parties may take any action (solely to the extent not adverse to the prior Liens securing the First Priority Obligations or the rights of the First Priority Representative or the First Priority Secured Parties to exercise remedies in respect thereof) in order to preserve, perfect or protect (but not enforce) the Second Priority Liens; (iii) the Second Priority Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Secured Parties, if any, in each case in accordance with the provisions terms of this Agreement; (iv) the Second Priority Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 and Section 3.2, if (a) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as Grantors or secured creditors of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an Enforcement Action Grantors with respect to the Revolving Facility Priority Term Loan/Notes Exclusive Collateral within 180 days after the receipt of such notice (if arising under either any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent bankruptcy, insolvency or the Revolving Facility Secured Partiessimilar law or applicable non-bankruptcy law, as the in each case may be, prior to the conclusion of such Enforcement Action other than in connection accordance with the settlement thereof and terms of this Agreement; (v) the cure of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Second Priority Secured Parties shall have be entitled to exercise any of their rights or remedies (A) under the right to initiate and prosecute Enforcement Actions Second Priority Documents other than with respect to the Revolving Facility ABL Priority Collateral to the extent that Term Facility Enforcement Trigger Events are continuing on the last day of such period (it being understood that the proceeds of any such Enforcement Action shall be applied in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions of this AgreementAgreement and (B) with respect to any of the ABL Priority Collateral, after the termination of the Second Priority Standstill Period to the extent permitted by Section 3.1(b); and (vi) the Second Priority Secured Parties may make a bid on all or any portion of the ABL Priority Collateral in any bankruptcy or non-bankruptcy auction or foreclosure proceeding or action; provided that the cash portion of any such bid is sufficient to result in a First Priority Obligations Payment Date.

Exclusive Enforcement. (a) Until So long as the Revolving Facility First Lien Obligations Payment Date has occurredhave not been Paid in Full, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Revolving Facility Secured Parties First Lien Representative shall have the exclusive right to take and continue continue, or not to take (subject to clause (a) below), any Enforcement Action with respect to the Revolving Facility Priority Collateral, without any consultation with or consent of any Term Facility Second Lien Secured Party, but subject to the proviso set forth in Section 5.01, and (a) from the date hereof until the occurrence of the Second Lien Enforcement Date (such period, the "STANDSTILL PERIOD"), neither the Second Lien Representative nor any Second Lien Secured Party except as otherwise expressly provided for in this Agreement; provided that nothing contained herein shall be construed as preventing exercise or seek to exercise any rights or remedies (including any right of set-off or recoupment) with respect to any Second Lien Collateral (including, without limitation, the Term Facility Agent exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee's letter or similar agreement or arrangement to which the Second Lien Representative or any Term Facility Second Lien Secured Party from taking may be a party) or institute or commence (or join with any other Person in commencing) any enforcement, collection, execution, levy or foreclosure action which is reasonably necessary or proceeding (including, without limitation, any Insolvency Proceeding) with respect to any Lien held by it under the Second Lien Collateral Documents or otherwise, and (b) neither the Second Lien Representative nor any other Second Lien Secured Party shall (i) perfect contest, protest or object to, or otherwise interfere with, hinder or delay, any foreclosure proceeding or action brought by the Term Facility Liens upon First Lien Representative or any other First Lien Secured Party, any rights and remedies relating to the Revolving Facility Priority Collateral (other than by possession under the First Lien Collateral Documents or “control” (within otherwise, provided that the meaning respective interests of the Uniform Commercial Code))Second Lien Secured Parties attach to the proceeds thereof, subject to the relative priorities described in Section 4.01 hereof, or (ii) provecontest, preserve protest or protect (but not enforce) object to the Term Facility Liens upon forbearance by the Revolving Facility Priority First Lien Representative or the First Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to any Collateral. Each of the Second Lien Representative and each other Second Lien Secured Party hereby acknowledges and agrees that no covenant, so long as such action would not, agreement or restriction contained in the Second Lien Collateral Documents or in the Second Lien Credit Agreement or otherwise shall be deemed to restrict in any case, adversely affect any Revolving Facility way the rights and remedies of the First Lien Representative or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority other First Lien Secured Parties with respect to the Collateral as set forth in accordance with this Agreement and the express terms of this Agreement, including Section 2.5 and this Section 3.1First Lien Collateral Documents. Upon the occurrence and during the continuance of a default or an event of default in respect of a First Lien Obligation permitting the First Lien Representative to take any Enforcement Action under the Revolving Facility Documentsany First Lien Collateral Document, the Revolving Facility Agent and the other Revolving Facility Secured Parties First Lien Representative may take and continue any Enforcement Action with respect to the Revolving Facility First Lien Obligations and the Revolving Facility Priority Collateral exclusively and in such order and manner as they it may determine in their its sole discretion and in accordance with the provisions of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 and Section 3.2, if (a) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an Enforcement Action with respect to the Revolving Facility Priority Collateral within 180 days after the receipt of such notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility Priority Collateral to the extent that Term Facility Enforcement Trigger Events are continuing on the last day of such period (it being understood that the proceeds of any such Enforcement Action shall be applied in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions of this Agreement)discretion.

Exclusive Enforcement. (a) Until With respect to each Type of Common Collateral, until the Revolving Facility First Priority Obligations Payment Date has occurredDate, whether or not an Insolvency Proceeding has been commenced by or against any Loan PartyGrantor, the Revolving Facility First Priority Secured Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to the Revolving Facility Priority such Common Collateral, without any consultation with or consent of any Term Facility Second Priority Secured Party except as otherwise expressly provided for in this Agreementor any Third Priority Secured Party with respect to such Common Collateral; provided that nothing contained herein shall be construed as preventing the Term Facility Agent or Second Priority Secured Parties and the Third Priority Secured Parties with respect to any Term Facility Secured Party from taking any action which is reasonably necessary Common Collateral may exercise credit bidding rights with respect to (i) perfect the Term Facility Liens upon the Revolving Facility Priority such Common Collateral (other than by possession or “control” A) to the extent expressly permitted under clause (within y) of Section 5.6(a) and (B) to the meaning extent expressly permitted under Section 5.6(c). With respect to each Type of the Uniform Commercial Code)), (ii) prove, preserve or protect (but not enforce) the Term Facility Liens upon the Revolving Facility Priority Common Collateral, so long as such action would not, in any case, adversely affect any Revolving Facility Lien or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority Collateral in accordance with the express terms of this Agreement, including Section 2.5 and this Section 3.1. Upon the occurrence and during the continuance of an event of default under the Revolving Facility First Priority Documents (and subject to the provisions of the First Priority Documents), the Revolving Facility Agent First Priority Representative and the other Revolving Facility First Priority Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility applicable First Priority Obligations and the Revolving Facility Priority such Common Collateral in such order and manner as they may determine in their sole discretion and in accordance with the provisions of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 and Section 3.2, if (a) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and discretion. (b) Notwithstanding Section 3.1(a), with respect to each Type of Common Collateral, the Revolving Facility Agent Second Priority Representative and the Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Common Collateral after a period of 180 days has elapsed since the date on which the Second Priority Representative has delivered to the First Priority Representative written notice of the acceleration or non-payment at maturity of the Revolving Facility indebtedness then outstanding under the Second Priority Documents (the “Second Priority Standstill Period”); provided, however, that notwithstanding the expiration of the Second Priority Standstill Priority Secured Parties, as the case may be, do not initiate an Party of any Enforcement Action with respect to such Common Collateral or to the Revolving Facility Priority Collateral within 180 days after timing or manner thereof (or, to the receipt of such notice (if extent it may have any such Enforcement Action so initiated is subsequently withdrawn at the option right described in this Section 3.2(b) as a junior lien creditor, they hereby irrevocably waive such right); (c) With respect to each Type of Common Collateral, (i) each of the Revolving Facility Agent or Second Priority Representative, on behalf of itself and the Revolving Facility other Second Priority Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees, for the benefit of the underlying Term Facility Enforcement Trigger EventsFirst Priority Representative and each other First Priority Secured Party, then such 180-day period shall continue to accrue as if such Enforcement Action had that until the First Priority Obligations Payment Date, they will not been initiated) institute any suit or an other proceeding or assert in any suit, Insolvency Proceeding occurs during such periodor other proceeding any claim against the First Priority Representative or any other First Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and none of the Term Facility Agent and First Priority Representative nor any other First Priority Secured Party shall be liable for, any action taken or omitted to be taken by the Term Facility First Priority Representative or any First Priority Secured Parties shall have the right to initiate and prosecute Enforcement Actions Party with respect to the Revolving Facility Priority such Common Collateral or pursuant to the extent First Priority Documents and (ii) the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees, for the benefit of the Second Priority Representative and each other Second Priority Secured Party, that Term Facility Enforcement Trigger Events are continuing on until the last day Second Priority Obligations Payment Date, they will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against the Second Priority Representative or any other Second Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and none of the Second Priority Representative nor any other Second Priority Secured Party shall be liable for, any action taken or omitted to be taken by the Second Priority Representative or any Second Priority Secured Party with respect to such period (it being understood Common Collateral or pursuant to the Second Priority Documents; provided that the proceeds of nothing in this Section 3.2(c) shall be construed to prevent or limit any party hereto from instituting any such suit or other proceeding to enforce the terms of this Agreement; (d) With respect to each Type of Common Collateral, (i) each of the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, they will not take any Enforcement Action with respect to such Common Collateral, except as otherwise permitted under the proviso to the first sentence of Section 3.1(a) or under Section 3.1(b) and (ii) the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees, for the benefit of the Second Priority Representative and each other Second Priority Secured Party, that until the Second Priority Obligations Payment Date, they will not take any Enforcement Action with respect to such Common Collateral; (e) With respect to each Type of Common Collateral, (i) each of the Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, and the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees, for the benefit of the First Priority Representative and each other First Priority Secured Party, that until the First Priority Obligations Payment Date, they will not commence 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, or otherwise take any action to enforce their interest in or realize upon, such Common Collateral, in each case, except as otherwise permitted under the proviso to the first sentence of Section 3.1(a) or under Section 3.1(b) and (ii) the Third Priority Representative, on behalf of itself and the other Third Priority Secured Parties, agrees, for the benefit of the Second otherwise allocable to them shall instead be applied allocated and turned over for application in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions of this Agreement).

Exclusive Enforcement. (a) Until the Revolving Facility First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Revolving Facility First Priority Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Revolving Facility Priority Common Collateral, without any consultation with or consent of any Term Facility Second Priority Secured Party except as otherwise expressly Party, provided for in this Agreement; provided that nothing contained herein shall be construed as preventing that, notwithstanding the Term Facility Agent or any Term Facility Secured Party from taking any action which is reasonably necessary to foregoing, (i) perfect the Term Facility Liens upon the Revolving Facility in any Insolvency Proceeding, any Second Priority Collateral (other than by possession Secured Party may file a proof of claim or “control” (within the meaning statement of the Uniform Commercial Code)), interest with respect to Second Priority Obligations; (ii) prove, the Second Priority Representative may take any action to preserve or protect (but not enforce) the Term Facility Liens upon validity and enforceability of the Revolving Facility liens on the Second Priority Collateral, so long as provided that no such action would notis, or could reasonably be expected to be, (A) adverse to the Liens or the rights of the First Priority Representative or any other First Priority Secured Party to exercise remedies in any case, adversely affect any Revolving Facility Lien respect thereof or (iiiB) enforce any Term Facility Liens upon the Revolving Facility Priority Collateral in accordance otherwise inconsistent with the express terms of this Agreement, including the automatic release of Liens provided in Section 2.5 4.2; (iii) the Second Priority Secured Parties 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 of the Second Priority Secured Parties, including any claims secured by the Second Priority Collateral or otherwise make any arguments or file any motions pertaining to the Second Priority Obligations, in each case, to the extent not inconsistent with the terms of this Agreement; and (iv) subject to Section 3.2, the Second Priority Representative and the other Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Second Priority Collateral after the termination of the Standstill Period (the actions described in this Section 3.1proviso being referred to herein as the “Second Priority Permitted Actions”). Except for the Second Priority Permitted Actions, unless and until the First Lien Obligation Payment Date has occurred, the sole right of the Second Priority Representative and the other Second Priority Secured Parties with respect to the Collateral shall be to receive a share of the proceeds of the Second Priority Collateral, if any, after the First Priority Obligations Payment Date has occurred and in accordance with the Second Priority Documents and applicable law. (b) Upon the occurrence and during the continuance of a default or an event of default under the Revolving Facility First Priority Documents, the Revolving Facility Agent First Priority Representative and the other Revolving Facility First Priority Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility First Priority Obligations and the Revolving Facility Priority Common Collateral in such order and manner as they may determine in their sole discretion and in accordance with the provisions of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 and Section 3.2, if (a) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an Enforcement Action with respect to the Revolving Facility Priority Collateral within 180 days after the receipt of such notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility Priority Collateral to the extent that Term Facility Enforcement Trigger Events are continuing on the last day of such period (it being understood that the proceeds of any such Enforcement Action shall be applied in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions of this Agreement)discretion.

Exclusive Enforcement. (a) Until the Revolving Facility First Lien Obligations Payment Date has occurredDate, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Revolving Facility First Lien Secured Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to the Revolving Facility Priority Common Collateral, without any consultation with or consent of any Term Facility Second Lien Secured Party except as otherwise expressly provided for in this Agreement; provided that nothing contained herein shall be construed as preventing the Term Facility Agent or any Term Facility Third Lien Secured Party from taking any action which is reasonably necessary with respect to (i) perfect the Term Facility Liens upon the Revolving Facility Priority Collateral (other than by possession or “control” (within the meaning of the Uniform Commercial Code)), (ii) prove, preserve or protect (but not enforce) the Term Facility Liens upon the Revolving Facility Priority Common Collateral, so long as such action would not, but subject to the proviso set forth in any case, adversely affect any Revolving Facility Lien or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority Collateral in accordance with the express terms of this Agreement, including Section 2.5 and this Section 3.15.1. Upon the occurrence and during the continuance of a default or an event of default under the Revolving Facility DocumentsFirst Lien Documents (and subject to the provisions thereof), the Revolving Facility Agent First Lien Representative and the other Revolving Facility First Lien Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility First Lien Obligations and the Revolving Facility Priority Common Collateral in such order and manner as they may determine in their sole discretion discretion. If requested by the Second Lien Representative or the Third Lien Representative, then the Second Lien Representative and the Third Lien Representative may join in any Enforcement Action initiated by the First Lien Representative solely to the extent and in accordance with the provisions of manner approved by the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 and Section 3.2, if (a) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and First Lien Representative. (b) Following the Revolving Facility Agent First Lien Obligations Payment Date, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Revolving Facility Second Lien Secured Parties, as Parties shall have the case may be, do not initiate an exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to the Revolving Facility Priority Collateral within 180 days after the receipt Common Collateral, without any consultation with or consent of such notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent or the Revolving Facility Third Lien Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Secured Parties shall have the right to initiate and prosecute Enforcement Actions Party with respect to the Revolving Facility Priority Common Collateral, but subject to the proviso set forth in Section 5.1. Upon the occurrence and during the continuance of a default or an event of default under the Second Lien Documents (and subject to the provisions thereof), the Second Lien Representative and the other Second Lien Secured Parties may take and continue any Enforcement Action with respect to the Second Lien Obligations and the Common Collateral in such order and manner as they may determine in their sole discretion. If requested by the Third Lien Representative, then the Third Lien Representative may join in any Enforcement Action initiated by the Second Lien Representative solely to the extent that Term Facility Enforcement Trigger Events are continuing on and in the last day of such period (it being understood that manner approved by the proceeds of any such Enforcement Action shall be applied in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions of this Agreement)Second Lien Representative.

Exclusive Enforcement. (a) Until the Revolving Facility First Priority Obligations Payment Date has occurredDate, whether or not an Insolvency Proceeding has been commenced by or against any Loan PartyGrantor, the Revolving Facility First Priority Secured Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to the Revolving Facility Priority Common Collateral, without any consultation with or consent of any Term Facility Second Priority Secured Party except as otherwise expressly provided for in this Agreement; provided that nothing contained herein shall be construed as preventing the Term Facility Agent or any Term Facility Secured Party from taking any action which is reasonably necessary to (i) perfect the Term Facility Liens upon the Revolving Facility Priority Collateral (other than by possession or “control” (within the meaning of the Uniform Commercial Code)), (ii) prove, preserve or protect (but not enforce) the Term Facility Liens upon the Revolving Facility Priority Collateral, so long as such action would not, in any case, adversely affect any Revolving Facility Lien or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority Collateral in accordance with the express terms of this Agreement, including Section 2.5 and this Section 3.1Party. Upon the occurrence and during the continuance of an event of default under the Revolving Facility First Priority Documents (and subject to the provisions of the First Priority Documents), the Revolving Facility Agent First Priority Representative and the other Revolving Facility First Priority Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility applicable First Priority Obligations and the Revolving Facility Priority Common Collateral in such order and manner as they may determine in their sole discretion discretion. (b) Notwithstanding Section 3.1(a), the Second Priority Representative and the Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Common Collateral after a period of 180 days has elapsed since the date on which the Second Priority Representative has delivered to the First Priority Representative written notice of the acceleration or non-payment at maturity of the indebtedness then outstanding under the Second Priority Documents (the “Second Priority Standstill Period”); provided, that notwithstanding the expiration of the Second Priority Standstill Period or anything to the contrary herein in no event shall the Second Priority Representative or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to the Common Collateral if the First Priority Representative or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing the enforcement or exercise of any rights or remedies with respect to the Common Collateral; provided further that the Second Priority Standstill Period shall be stayed, tolled and deemed not to have expired during the pendency of any Insolvency Proceeding or during any period of time for which any stay or other order prohibiting the exercise of remedies with respect to any Common Collateral has been entered by a court of competent jurisdiction and is in effect. (c) It is understood that Sections 3.1(a) and 3.1(b) do not restrict the following: (i) in any Insolvency Proceeding commenced by or against any Grantor, the Second Priority Representative may file a proof of claim or statement of interest with respect to the Common Collateral; (ii) the Second Priority Representative may take any action (solely to the extent not adverse to the prior Liens securing the First Priority Obligations or the rights of the First Priority Representative or the First Priority Secured Parties to exercise remedies in respect thereof) in order to preserve, perfect or protect (but not enforce) the Second Priority Lien; (iii) the Second Priority Secured Parties shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Secured Parties, if any, in each case in accordance with the provisions terms of this Agreement; (iv) the Second Priority Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 and Section 3.2, if (a) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as Grantors or secured creditors of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an Enforcement Action Grantors with respect to the Revolving Facility Priority Term Loan Exclusive Collateral within 180 days after the receipt of such notice (if arising under either any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent bankruptcy, insolvency or the Revolving Facility Secured Partiessimilar law or applicable non-bankruptcy law, as the in each case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility Priority Collateral to the extent that Term Facility Enforcement Trigger Events are continuing on the last day of such period (it being understood that the proceeds of any such Enforcement Action shall be applied in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions terms of this Agreement; (v) the Second Priority Secured Parties shall be entitled to exercise any of their rights or remedies with respect to any of the ABL Priority Collateral after the termination of the Second Priority Standstill Period to the extent permitted by Section 3.1(b); and (vi) the Second Priority Secured Parties may make a bid on all or any portion of the ABL Priority Collateral in any bankruptcy or non-bankruptcy auction or foreclosure proceeding or action; provided that the cash portion of any such bid is sufficient to result in a First Priority Obligations Payment Date.

Exclusive Enforcement. (a) Until With respect to each Type of Common Collateral, until the Revolving Facility First Priority Obligations Payment Date has occurredDate, whether or not an Insolvency Proceeding has been commenced by or against any Loan PartyGrantor, the Revolving Facility First Priority Secured Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to the Revolving Facility Priority such Common Collateral, without any consultation with or consent of any Term Facility Second Priority Secured Party except as otherwise expressly provided for in this Agreement; provided that nothing contained herein shall be construed as preventing the Term Facility Agent or any Term Facility Third Priority Secured Party from taking any action which is reasonably necessary with respect to (i) perfect the Term Facility Liens upon the Revolving Facility Priority Collateral (other than by possession or “control” (within the meaning such Common Collateral. With respect to each Type of the Uniform Commercial Code)), (ii) prove, preserve or protect (but not enforce) the Term Facility Liens upon the Revolving Facility Priority Common Collateral, so long as such action would not, in any case, adversely affect any Revolving Facility Lien or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority Collateral in accordance with the express terms of this Agreement, including Section 2.5 and this Section 3.1. Upon the occurrence and during the continuance of an event of default under the Revolving Facility First Priority Documents (and subject to the provisions of the First Priority Documents), the Revolving Facility Agent First Priority Representative and the other Revolving Facility First Priority Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility applicable First Priority Obligations and the Revolving Facility Priority such Common Collateral in such order and manner as they may determine in their sole discretion discretion. (b) Notwithstanding Section 3.1(a), with respect to each Type of Common Collateral, the Second Priority Representative and the Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Common Collateral after a period of 180 days has elapsed since the date on which the Second Priority Representative has delivered to the First Priority Representative written notice of the acceleration or non-payment at maturity of the indebtedness then outstanding under the Second Priority Documents (the “Second Priority Standstill Period”); provided, however, that notwithstanding the expiration of the Second Priority Standstill Period or anything to the contrary herein, with respect to each Type of Common Collateral, in no event shall the Second Priority Representative or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to such Common Collateral if the First Priority Representative or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to all or a material portion of such Common Collateral (prompt written notice thereof to be given to the Second Priority Representative by the First Priority Representative). If any stay or other order prohibiting the exercise of remedies with respect to any Type of Common Collateral has been entered in connection with any Insolvency Proceeding or by a court of competent jurisdiction, the Second Priority Standstill Period with respect to such Common Collateral shall be tolled during the pendency of any such stay or other order. (c) It is understood that Sections 3.1(a) and 3.1(b) do not restrict the following: (i) in any Insolvency Proceeding commenced by or against any Grantor, the Second Priority Representative and the Third Priority Representative with respect to each Type of Common Collateral may file a claim or statement of interest with respect to such Type of Common Collateral; (ii) (A) the Second Priority Representative with respect to each Type of Common Collateral may take any action (not adverse to the prior Liens securing the First Priority Obligations with respect to each Type of Common Collateral, or the rights of the First Priority Representative or the First Priority Secured Parties with respect to such Type of Common Collateral to exercise remedies in respect thereof) in order to preserve, perfect or protect the Second Priority Lien on such Type of Common Collateral and (B) the Third Priority Representative with respect to each Type of Common Collateral may take any action (not adverse to the prior Liens securing the First Priority Obligations or the Second Priority Obligations with respect to each Type of Common Collateral, or the rights of the First Priority Representative or the First Priority Secured Parties or the Second Priority Representative or the Second Priority Secured Parties with respect to such Type of Common Collateral to exercise remedies in respect thereof) in order to preserve, perfect or protect the Third Priority Lien on such Type of Common Collateral; (iii) (A) the Second Priority Secured Parties with respect to each Type of Common Collateral shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Secured Parties with respect to such Type of Common Collateral, if any, in each case in accordance with the provisions terms of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 Agreement and Section 3.2, if (aB) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Third Priority Secured Parties, as the case may be, do not initiate an Enforcement Action Parties with respect to each Type of Common Collateral shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the Revolving Facility Priority Collateral within 180 days after the receipt of such notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option disallowance of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure claims of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Third Priority Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility Priority Collateral to the extent that Term Facility Enforcement Trigger Events are continuing on the last day such Type of such period (it being understood that the proceeds of any such Enforcement Action shall be applied Common Collateral, if any, in each case in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions terms of this Agreement); (iv) the Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any bankruptcy, insolvency or similar law or applicable non- bankruptcy law, in each case in accordance with the terms of this Agreement; and (v) the Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral shall be entitled to vote on any plan of reorganization and file any proof of claim in an Insolvency Proceeding or otherwise and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement.

Exclusive Enforcement. (a) Until the Revolving Facility First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan PartyPar Piceance, the Revolving Facility First Priority Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Revolving Facility Priority Common Collateral, without any consultation with or and without any consent of any Term Facility Second Priority Secured Party except as otherwise expressly provided Party, but subject to the proviso set forth in Section 5.1; provided, however, that, notwithstanding the foregoing, the Second Priority Representative for in this Agreement; provided that nothing contained herein shall be construed as preventing the Term Facility Agent or any Term Facility Secured Party from taking any action which is reasonably necessary to (i) perfect the Term Facility Liens upon the Revolving Facility Priority Collateral (other than by possession or “control” (within the meaning itself and on behalf of the Uniform Commercial Code)), (ii) prove, preserve Second Priority Secured Parties may take and continue any Enforcement Action or protect (but not enforce) the Term Facility Liens upon the Revolving Facility Priority Collateral, so long as such action would not, in exercise its right to take any case, adversely affect other actions with respect to any Revolving Facility Lien or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority Common Collateral in accordance with the express terms Second Priority Documents and applicable law after the passage of this a period of one hundred and eighty (180) days (the “Standstill Period”) from the date of delivery of a notice in writing by the Second Priority Representative to the First Priority Representative of the Second Priority Representative’s intention to exercise such rights and remedies with respect to any of the Common Collateral, which notice may only be delivered following the acceleration of the Second Priority Obligations as a result of the occurrence of and continuation of an “Event of Default” under the PPC Credit Agreement; provided, including further, however, that notwithstanding the foregoing, (1) in no event shall the Second Priority Representative nor any Second Priority Secured Party take any Enforcement Action or exercise or continue to exercise any such rights or remedies with respect to the Common Collateral if, notwithstanding the expiration of the Standstill Period, the First Priority Representative or any First Priority Secured Party shall have commenced and be diligently pursuing the exercise of any of its rights and remedies with respect to any portion of the Common Collateral, in each case, in good faith (prompt notice of such exercise to be given to the Second Priority Representative), and (2) the Standstill Period shall be tolled for any period that the First Priority Representative or the First Priority Secured Parties are stayed (whether by the automatic stay pursuant to Section 2.5 362 of the Bankruptcy Code or otherwise) or otherwise prohibited by law or court order from taking any Enforcement Action or exercising any such rights and this Section 3.1remedies with respect to all or any part of the Common Collateral. Upon the occurrence and during the continuance of a default or an event of default under the Revolving Facility First Priority Documents, the Revolving Facility Agent First Priority Representative and the other Revolving Facility First Priority Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility First Priority Obligations and the Revolving Facility Priority Common Collateral in such order and manner as they may determine in their sole discretion and in accordance with the provisions of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 and Section 3.2, if (a) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an Enforcement Action with respect to the Revolving Facility Priority Collateral within 180 days after the receipt of such notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility Priority Collateral to the extent that Term Facility Enforcement Trigger Events are continuing on the last day of such period (it being understood that the proceeds of any such Enforcement Action shall be applied in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions of this Agreement)discretion.

Exclusive Enforcement. (a) Until So long as the Revolving Facility First Lien Obligations Payment Date has occurredhave not been Paid in Full, whether or not an Insolvency Proceeding has been commenced by or against any Loan PartyGrantor, the Revolving Facility Secured Parties First Lien Representative shall (subject to clause (a) below) have the exclusive right to take and continue continue, or not to take, any Enforcement Action with respect to the Revolving Facility Priority Collateral, without any consultation with or consent of any Term Facility Second Lien Secured Party, but subject to the proviso set forth in Section 5.01, and (a) from the date hereof until the occurrence of the Second Lien Enforcement Date (such period, the “Standstill Period”), neither the Second Lien Representative nor any Second Lien Secured Party except as otherwise expressly provided for in this Agreement; provided that nothing contained herein shall be construed as preventing exercise or seek to exercise any rights or remedies (including any right of set-off or recoupment) with respect to any Second Lien Collateral (including, without limitation, the Term Facility Agent exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Second Lien Representative or any Term Facility Second Lien Secured Party from taking may be a party) or institute or commence (or join with any other Person in commencing) any enforcement, collection, execution, levy or foreclosure action which is reasonably necessary or proceeding (including, without limitation, any Insolvency Proceeding with respect to any Grantor) with respect to any Lien held by it under the Second Lien Collateral Documents or otherwise in respect of the Collateral, and (b) neither the Second Lien Representative nor any Second Lien Secured Party shall (i) perfect contest, protest or object to, or otherwise interfere with, hinder or delay, any foreclosure proceeding or action brought by the Term Facility Liens upon First Lien Representative or any First Lien Secured Party, any rights and remedies relating to the Revolving Facility Priority Collateral (other than by possession under the First Lien Collateral Documents or “control” (within the meaning otherwise in respect of the Uniform Commercial Code))Collateral, provided that the respective interests of the Second Lien Secured Parties attach to the proceeds thereof, subject to the relative priorities described in Section 4.01 hereof, or (ii) provecontest, preserve protest or protect (but not enforce) object to the Term Facility Liens upon forbearance by the Revolving Facility Priority First Lien Representative or the First Lien Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to any Collateral. The Second Lien Representative and each Second Lien Secured Party hereby acknowledges and agrees that no covenant, so long as such action would not, agreement or restriction contained in the Second Lien Collateral Documents or in the Second Lien Indenture or otherwise shall be deemed to restrict in any case, adversely affect any Revolving Facility way the rights and remedies of the First Lien Representative or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority First Lien Secured Parties with respect to the Collateral as set forth in accordance with this Agreement and the express terms of this Agreement, including Section 2.5 and this Section 3.1First Lien Collateral Documents. Upon the occurrence and during the continuance of a default or an event of default in respect of a First Lien Obligation permitting the First Lien Representative to take any Enforcement Action under the Revolving Facility Documentsany First Lien Collateral Document, the Revolving Facility Agent and the other Revolving Facility Secured Parties First Lien Representative may take and continue any Enforcement Action with respect to the Revolving Facility First Lien Obligations and the Revolving Facility Priority Collateral exclusively and in such order and manner as they it may determine in their its sole discretion and in accordance with the provisions of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 and Section 3.2, if (a) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an Enforcement Action with respect to the Revolving Facility Priority Collateral within 180 days after the receipt of such notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility Priority Collateral to the extent that Term Facility Enforcement Trigger Events are continuing on the last day of such period (it being understood that the proceeds of any such Enforcement Action shall be applied in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions of this Agreement)discretion.

Exclusive Enforcement. (a) Until With respect to each Type of Common Collateral, until the Revolving Facility First Priority Obligations Payment Date has occurredDate, whether or not an Insolvency Proceeding has been commenced by or against any Loan PartyGrantor, the Revolving Facility First Priority Secured Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to the Revolving Facility Priority such Common Collateral, without any consultation with or consent of any Term Facility Second Priority Secured Party except as otherwise expressly provided for in this Agreementor any Third Priority Secured Party with respect to such Common Collateral; provided that nothing contained herein shall be construed as preventing the Term Facility Agent or Second Priority Secured Parties and the Third Priority Secured Parties with respect to any Term Facility Secured Party from taking any action which is reasonably necessary Common Collateral may exercise credit bidding rights with respect to (i) perfect the Term Facility Liens upon the Revolving Facility Priority such Common Collateral (other than by possession or “control” A) to the extent expressly permitted under clause (within y) of Section 5.6(a) and (B) to the meaning extent expressly permitted under Section 5.6(c). With respect to each Type of the Uniform Commercial Code)), (ii) prove, preserve or protect (but not enforce) the Term Facility Liens upon the Revolving Facility Priority Common Collateral, so long as such action would not, in any case, adversely affect any Revolving Facility Lien or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority Collateral in accordance with the express terms of this Agreement, including Section 2.5 and this Section 3.1. Upon the occurrence and during the continuance of an event of default under the Revolving Facility First Priority Documents (and subject to the provisions of the First Priority Documents), the Revolving Facility Agent First Priority Representative and the other Revolving Facility First Priority Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility applicable First Priority Obligations and the Revolving Facility Priority such Common Collateral in such order and manner as they may determine in their sole discretion discretion. (b) Notwithstanding Section 3.1(a), with respect to each Type of Common Collateral, the Second Priority Representative and the Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Common Collateral after a period of 180 days has elapsed since the date on which the Second Priority Representative has delivered to the First Priority Representative written notice of the acceleration or non-payment at maturity of the indebtedness then outstanding under the Second Priority Documents (the “Second Priority Standstill Period”); provided, however, that notwithstanding the expiration of the Second Priority Standstill Period or anything to the contrary herein, with respect to each Type of Common Collateral, in no event shall the Second Priority Representative or any other Second Priority Secured Party enforce or exercise any rights or remedies with respect to such Common Collateral if the First Priority Representative or any other First Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from or modification of the automatic stay or any other stay in any Insolvency Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to all or a material portion of such Common Collateral (prompt written notice thereof to be given to the Second Priority Representative by the First Priority Representative). If any stay or other order prohibiting the exercise of remedies with respect to any Type of Common Collateral has been entered in connection with any Insolvency Proceeding or by a court of competent jurisdiction, the Second Priority Standstill Period with respect to such Common Collateral shall be tolled during the pendency of any such stay or other order. (c) It is understood that Sections 3.1(a) and 3.1(b) do not restrict the following: (i) in any Insolvency Proceeding commenced by or against any Grantor, the Second Priority Representative and the Third Priority Representative with respect to each Type of Common Collateral may file a claim or statement of interest with respect to such Type of Common Collateral; (ii) (A) the Second Priority Representative with respect to each Type of Common Collateral may take any action (not adverse to the prior Liens securing the First Priority Obligations with respect to each Type of Common Collateral, or the rights of the First Priority Representative or the First Priority Secured Parties with respect to such Type of Common Collateral to exercise remedies in respect thereof) in order to preserve, perfect or protect the Second Priority Lien on such Type of Common Collateral and (B) the Third Priority Representative with respect to each Type of Common Collateral may take any action (not adverse to the prior Liens securing the First Priority Obligations or the Second Priority Obligations with respect to each Type of Common Collateral, or the rights of the First Priority Representative or the First Priority Secured Parties or the Second Priority Representative or the Second Priority Secured Parties with respect to such Type of Common Collateral to exercise remedies in respect thereof) in order to preserve, perfect or protect the Third Priority Lien on such Type of Common Collateral; (iii) (A) the Second Priority Secured Parties with respect to each Type of Common Collateral shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Secured Parties with respect to such Type of Common Collateral, if any, in each case in accordance with the provisions terms of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 Agreement and Section 3.2, if (aB) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Third Priority Secured Parties, as the case may be, do not initiate an Enforcement Action Parties with respect to each Type of Common Collateral shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the Revolving Facility Priority Collateral within 180 days after the receipt of such notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option disallowance of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure claims of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Third Priority Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility Priority Collateral to the extent that Term Facility Enforcement Trigger Events are continuing on the last day such Type of such period (it being understood that the proceeds of any such Enforcement Action shall be applied Common Collateral, if any, in each case in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions terms of this Agreement); (iv) the Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any bankruptcy, insolvency or similar law or applicable non- bankruptcy law, in each case in accordance with the terms of this Agreement; and (v) the Second Priority Secured Parties and the Third Priority Secured Parties with respect to each Type of Common Collateral shall be entitled to vote on any plan of reorganization and file any proof of claim in an Insolvency Proceeding or otherwise and make any arguments and motions that are, in each case, in accordance with the terms of this Agreement.

Exclusive Enforcement. (a) Until the Revolving Facility Senior Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Revolving Facility Senior Secured Parties shall have the exclusive right to take and continue any Enforcement Action (including the right to credit bid their debt) with respect to the Revolving Facility Priority Senior Collateral, without any consultation with or consent of any Term Facility Junior Secured Party except as otherwise expressly provided for Party, but subject to the proviso set forth in this AgreementSection 5.01; provided that that, nothing contained herein shall be construed as preventing the Term Facility Agent or any Term Facility Junior Secured Party from taking any action which is reasonably necessary to (i) perfect the Term Facility Junior Liens upon the Revolving Facility Priority Common Collateral (other than by possession or “control” (within the meaning of the Uniform Commercial Code)), ) or (ii) prove, preserve or protect (but not enforce) the Term Facility Junior Liens upon the Revolving Facility Priority Senior Collateral, so long as such action would not, in any case, adversely affect any Revolving Facility Lien or (iii) enforce Senior Lien. Notwithstanding any Term Facility Liens upon the Revolving Facility Priority Collateral provision in accordance with the express terms of this Agreement, including Section 2.5 and this Section 3.1. Upon the occurrence and during the continuance of an event of default under the Revolving Facility Documents, the Revolving Facility Agent and the other Revolving Facility Secured Parties may take and continue any Enforcement Action with respect Agreement to the Revolving Facility Obligations and the Revolving Facility Priority Collateral in such order and manner as they may determine in their sole discretion and in accordance with the provisions of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 and Section 3.2contrary, if (ai) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an Enforcement Action with respect to the Revolving Facility Priority Collateral within 180 days after the receipt of such notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Loan Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to make a bid for the Revolving Facility purchase of the ABL Priority Collateral to in any Insolvency Proceeding, provided that any such bid may not include a “credit bid” in respect of Term Loan Obligations unless the extent that Term Facility Enforcement Trigger Events are continuing on the last day cash proceeds of such period bid (it being understood that or otherwise available funds) are otherwise sufficient to result in the proceeds of any such Enforcement Action shall be applied payment in cash in full (or cash collateralization or defeasance in accordance with the priorities set forth terms of the ABL Documents) of the ABL Obligations (other than those that constitute Unasserted Contingent Obligations) and such proceeds and/or otherwise available funds are so applied upon the consummation thereof and (ii) the ABL Secured Parties shall have the right to make a bid for the purchase of the Term Loan Collateral in this Agreement any Insolvency Proceeding, provided that any such bid may not include a “credit bid” in respect of ABL Obligations unless the cash proceeds of such bid (or otherwise available funds) are otherwise sufficient to result in the payment in cash in full of the Term Loan Obligations (other than those that constitute Unasserted Contingent Obligations) and that such Enforcement Action will proceeds and/or otherwise be subject to available funds are so applied upon the other provisions of this Agreement)consummation thereof.

Exclusive Enforcement. (a) Until the Revolving Facility First Lien Obligations Payment Date has occurredsecured on a first priority basis by Other Collateral shall have been Paid in Full, whether or not an Insolvency Proceeding has been commenced by or against any Loan Partyof the Credit Parties, the Revolving Facility Secured applicable First Lien Controlling Collateral Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Revolving Facility Priority Other Collateral, without any consultation with or consent of any Term Facility Second Lien Secured Party except as otherwise expressly provided for or any Third Lien Secured Party, but subject to the proviso set forth in Sections 5.01(a) and 5.01(b); provided, however, that notwithstanding anything to the contrary in this AgreementSection 3.01(a), the applicable Second Lien Controlling Collateral Parties may exercise any or all such rights and take or institute all such other actions in respect of the Other Collateral and make such objections after the passage of a period of 180 days (the "OTHER COLLATERAL STANDSTILL PERIOD") from the date of delivery of a notice in writing to the applicable First Lien Controlling Collateral Parties of their intention to exercise their right to take such actions in respect of such Other Collateral, which notice may only be delivered following the occurrence of and during the continuation of an event of default in respect of a First Lien Obligation secured by the Other Collateral; provided further, however, that nothing contained notwithstanding anything herein to the contrary, in no event shall be construed as preventing the Term Facility Agent Second Lien Controlling Collateral Parties or any Term Facility other Second Lien Secured Party from taking Parties exercise or continue to exercise any action which is reasonably necessary rights or remedies or take such other actions with respect to (i) perfect the Term Facility Liens upon Other Collateral as aforesaid if, notwithstanding the Revolving Facility Priority expiration of the Other Collateral Standstill Period, the First Lien Controlling Collateral Parties or any other First Lien Secured Parties shall have commenced and shall continue the exercise of any of their rights or remedies with respect to the Other Collateral (other than by possession or “control” (within prompt notice of such exercise to be given to the meaning of the Uniform Commercial Codeapplicable Second Lien Controlling Collateral Parties)), (ii) prove, preserve or protect (but not enforce) the Term Facility Liens upon the Revolving Facility Priority Collateral, so long as such action would not, in any case, adversely affect any Revolving Facility Lien or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority Collateral in accordance with the express terms of this Agreement, including Section 2.5 and this Section 3.1. Upon the occurrence and during the continuance of a default or an event of default under the Revolving Facility Documentsin respect of a First Lien Obligation secured by Other Collateral, the Revolving Facility Agent and the other Revolving Facility Secured applicable First Lien Controlling Collateral Parties may take and continue any Enforcement Action with respect to the Revolving Facility First Lien Obligations secured by Other Collateral and with respect to the Revolving Facility Priority Other Collateral in such order and manner as they may determine in their sole discretion and in accordance with the provisions of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 and Section 3.2, if (a) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an Enforcement Action with respect to the Revolving Facility Priority Collateral within 180 days after the receipt of such notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility Priority Collateral to the extent that Term Facility Enforcement Trigger Events are continuing on the last day of such period (it being understood that the proceeds of any such Enforcement Action shall be applied in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions of this Agreement)discretion.

Exclusive Enforcement. (a) Until the Revolving Facility First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Revolving Facility First Priority Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Revolving Facility Priority Common Collateral, without any consultation with or consent of any Term Facility Second Priority Secured Party except as otherwise expressly provided for Party, but subject to the provisos set forth in this Agreement; provided that nothing contained herein shall be construed as preventing the Term Facility Agent or any Term Facility Secured Party from taking any action which is reasonably necessary to (i) perfect the Term Facility Liens upon the Revolving Facility Priority Collateral (other than by possession or “control” (within the meaning of the Uniform Commercial Code)), (ii) prove, preserve or protect (but not enforce) the Term Facility Liens upon the Revolving Facility Priority Collateral, so long as such action would not, in any case, adversely affect any Revolving Facility Lien or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority Collateral in accordance with the express terms of this Agreement, including Section 2.5 Sections 3.2 and this Section 3.15. 1. Upon the occurrence and during the continuance of a default or an event of default under the Revolving Facility First Priority Documents, the Revolving Facility Agent First Priority Representative and the other Revolving Facility First Priority Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility First Priority Obligations and the Revolving Facility Priority Common Collateral in such order and manner as they may determine in their sole discretion discretion. Notwithstanding the foregoing or anything to the contrary herein, the Second Priority Representative and any other Second Priority Secured Party may: (a) file a proof of claim or statement of interest with respect to the Second Priority Obligations if an Insolvency Proceeding has been commenced by or against the Borrower or any other Loan Party; (b) take any action (not adverse to the priority status of the Liens on the Common Collateral securing the First Priority Obligations, or the rights of any First Priority Secured Party to exercise remedies in respect thereof) in order to create, preserve or protect its Liens on the Common Collateral; (c) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Secured Parties, including any claims secured by the Common Collateral, if any, in each case in accordance with the provisions terms of this Agreement; (d) accelerate payment of the Revolving Facility Documents. Notwithstanding Second Priority Obligations, ▇▇▇ for payment on the Second Priority Obligations or file or join in a petition for commencement of an Insolvency Proceeding against any Loan Party (provided that notwithstanding anything to the contrary in this Agreement, the foregoing actions set forth in this Section 3.1 and Section 3.2, 3.1(d) may only be taken if (athe Acceleration Conditions are then satisfied) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action or institute or apply default rates of interest under the Term Facility Documents as Second Priority Documents; (e) vote on a plan of reorganization in an Insolvency Proceeding, to the date such notice is given as a result of the events of default described in such notice extent not prohibited by this Agreement including Section 5.9 hereof; and (such events, the “Term Facility Enforcement Trigger Events”f) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an exercise any Enforcement Action with respect to the Revolving Facility Priority Common Collateral within 180 days after the receipt of such notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option termination of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility Priority Collateral Standstill Period to the extent that Term Facility Enforcement Trigger Events are continuing on the last day of such period (it being understood that the proceeds of any such Enforcement Action shall be applied in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions of this Agreement)permitted by Section 3.2.

Exclusive Enforcement. (a) Until the Revolving Facility First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Revolving Facility First Priority Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Revolving Facility Priority Common Collateral, without any consultation with or consent of any Term Facility Second Priority Secured Party except as otherwise expressly provided for or Third Priority Secured Party, but subject to the proviso set forth in this AgreementSection 5.1; provided provided, however, that nothing contained herein shall be construed as preventing the Term Facility Agent or any Term Facility Secured Party from taking any action which is reasonably necessary to (i) perfect the Term Facility Liens upon Second Priority Representative may take and continue any Enforcement Action with respect to the Revolving Facility Common Collateral after a period of at least 180 days has elapsed since the later of: (I) the date on which the Second Priority Collateral Representative declared the existence of a default with respect to the Second Priority Agreement, accelerated (other than by possession or “control” (within to the meaning extent such amount was not already due and owing) the payment of the Uniform Commercial Code)principal amount of the Second Priority Obligations, and demanded payment thereof and (II) the date on which the First Priority Representative received a notice from the Second Priority Representative as to actions described in clause (I), above, and (ii) prove, preserve or protect the Third Priority Representative may take and continue any Enforcement Action with respect to the Common Collateral after a period of at least 360 days has elapsed since the later of: (but not enforceI) the Term Facility Liens upon date on which the Revolving Facility Third Priority CollateralRepresentative declared the existence of a default with respect to the Third Priority Agreement, so long accelerated (to the extent such amount was not already due and owing) the payment of the principal amount of the Third Priority Obligations, and demanded payment therof and (II) the date on which the First Priority Representative and the Second Priority Representative received a notice from the Third Priority Representative as to actions described in clause (I), above; provided further, however, that (x) neither the Second Priority Representative nor any other Second Priority Secured Party shall be entitled to exercise (and shall not exercise) any rights, powers, or remedies with respect to the Common Collateral if, notwithstanding the expiration of such action would not180 day period, in the First Priority Representative or the other First Priority Secured Parties (A) shall have commenced and be diligently pursuing the exercise of their rights, powers, or remedies with respect to all or any case, adversely affect any Revolving Facility Lien material portion of such Common Collateral (prompt notice of such exercise to be given to the Second Priority Representative) or (iiiB) enforce shall have been stayed by operation of law or any Term Facility Liens upon court order from pursuing any such exercise of remedies and (y) neither the Revolving Facility Third Priority Representative nor any other Third Priority Secured Party shall be entitled to exercise (and shall not exercise) any rights, powers, or remedies with respect to the Common Collateral in accordance if, notwithstanding the expiration of such 360 day period, the First Priority Representative or the other First Priority Secured Parties, or the Second Priority Representative or the other Second Priority Secured Parties, (A) shall have commenced and be diligently pursuing the exercise of their rights, powers, or remedies with respect to all or any material portion of such Common Collateral (prompt notice of such exercise to be given to the express terms Third Priority Representative) or (B) shall have been stayed by operation of this Agreement, including Section 2.5 and this Section 3.1law or any court order from pursuing any such exercise of remedies. Upon the occurrence and during the continuance of a default or an event of default under the Revolving Facility First Priority Documents, the Revolving Facility Agent First Priority Representative and the other Revolving Facility First Priority Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility First Priority Obligations and the Revolving Facility Priority Common Collateral in such order and manner as they may determine in their sole discretion and discretion, in accordance with the provisions terms of the Revolving Facility First Priority Documents. Notwithstanding anything to the contrary in this Section 3.1 and Section 3.2, if (a) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an Enforcement Action with respect to the Revolving Facility Priority Collateral within 180 days after the receipt of such notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility Priority Collateral to the extent that Term Facility Enforcement Trigger Events are continuing on the last day of such period (it being understood that the proceeds of any such Enforcement Action shall be applied in accordance with the priorities set forth in this Agreement and that such Enforcement Action will otherwise be subject to the other provisions of this Agreement).

Exclusive Enforcement. (a) Until the Revolving Facility Senior Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Revolving Facility Senior Secured Parties shall have the exclusive right to take and continue any Enforcement Action (including the right to credit bid their debt) with respect to the Revolving Facility Priority Senior Collateral, without any consultation with or consent of any Term Facility Junior Secured Party except as otherwise expressly provided for Party, but subject to the proviso set forth in this AgreementSection 5.1; provided that that, nothing contained herein shall be construed as preventing the Term Facility Agent or any Term Facility Junior Secured Party from taking any action which is reasonably necessary to (i) perfect the Term Facility Junior Liens upon the Revolving Facility Priority Common Collateral (other than by possession or “control” (within the meaning of the Uniform Commercial Code)), ) or (ii) prove, preserve or protect (but not enforce) the Term Facility Junior Liens upon the Revolving Facility Priority Senior Collateral, so long as such action would not, in any case, adversely affect any Revolving Facility Lien or (iii) enforce Senior Lien. Notwithstanding any Term Facility Liens upon the Revolving Facility Priority Collateral provision in accordance with the express terms of this Agreement, including Section 2.5 and this Section 3.1. Upon the occurrence and during the continuance of an event of default under the Revolving Facility Documents, the Revolving Facility Agent and the other Revolving Facility Secured Parties may take and continue any Enforcement Action with respect Agreement to the Revolving Facility Obligations and the Revolving Facility Priority Collateral in such order and manner as they may determine in their sole discretion and in accordance with the provisions of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 and Section 3.2contrary, if (ai) the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes to initiate an Enforcement Action under the Term Facility Documents as of the date such notice is given as a result of the events of default described in such notice (such events, the “Term Facility Enforcement Trigger Events”) and (b) the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, do not initiate an Enforcement Action with respect to the Revolving Facility Priority Collateral within 180 days after the receipt of such notice (if any such Enforcement Action so initiated is subsequently withdrawn at the option of the Revolving Facility Agent or the Revolving Facility Secured Parties, as the case may be, prior to the conclusion of such Enforcement Action other than in connection with the settlement thereof and the cure of the underlying Term Facility Enforcement Trigger Events, then such 180-day period shall continue to accrue as if such Enforcement Action had not been initiated) or an Insolvency Proceeding occurs during such period, the Term Facility Agent and the Term Facility Loan Secured Parties shall have the right to initiate and prosecute Enforcement Actions with respect to make a bid for the Revolving Facility purchase of the ABL Priority Collateral to in any Insolvency Proceeding, provided that any such bid may not include a “credit bid” in respect of Term Loan Obligations unless the extent that Term Facility Enforcement Trigger Events are continuing on the last day cash proceeds of such period bid are otherwise sufficient to result in the payment in cash in full (it being understood that the proceeds of any such Enforcement Action shall be applied or cash collateralization or defeasance in accordance with the priorities set forth terms of the ABL Documents) of the ABL Obligations (other than those that constitute Unasserted Contingent Obligations) and (ii) the ABL Secured Parties shall have the right to make a bid for the purchase of the Term Loan Collateral in this Agreement and any Insolvency Proceeding, provided that any such Enforcement Action will bid may not include a “credit bid” in respect of ABL Obligations unless the cash proceeds of such bid are otherwise be subject sufficient to result in the payment in cash in full of the Term Loan Obligations (other provisions of this Agreementthan those that constitute Unasserted Contingent Obligations).