Common use of Exclusive Enforcement Rights Clause in Contracts

Exclusive Enforcement Rights. (a) Until the Payment in Full of ABL Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the ABL Claimholders shall have the exclusive right to take Enforcement Actions with respect to the ABL Priority Collateral (and in connection therewith, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the Term Loan Claimholders. Until the Payment in Full of Term Loan Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders shall have the exclusive right to take Enforcement Actions with respect to the Term Loan Priority Collateral (and in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section), make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the ABL Claimholders. (b) In connection with (i) any Enforcement Action with respect to the ABL Priority Collateral, the ABL Claimholders may enforce the provisions of the ABL Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. (c) The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and Section 3.2.

Exclusive Enforcement Rights. (a) Until the Payment in Full Discharge of ABL Priority Debt Obligations has occurredoccurred and except as provided in Sections 3.1(a) and 3.4, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the ABL Claimholders Collateral Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to the ABL Priority Collateral (and in connection therewithincluding the exercise of any right under any lockbox agreement, make determinations regarding the release or Disposition thereof control agreement, landlord waiver, bailee’s letter, consignee agreement or any restrictions with respect theretosimilar agreement or arrangement) without any consultation with or the consent of any of the Term Loan Claimholders. Collateral Agent or any other Term Claimholder; provided, however, that the Term Liens shall remain on any Proceeds (other than those properly applied to the ABL Obligations in accordance with Section 4.1(a)) resulting from actions taken by the ABL Collateral Agent or any other ABL Claimholder with respect to the ABL Priority Collateral (subject to the relative Lien priorities described in Section 2). (b) Until the Payment in Full Discharge of Term Loan Priority Debt Obligations has occurredoccurred and except as provided in Sections 3.2(a), 3.4 and 3.7, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders Collateral Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to the Term Loan Priority Collateral (and in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section), make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the ABL ClaimholdersCollateral Agent or any other ABL Claimholder; provided, however, that the ABL Liens shall remain on any Proceeds (other than those properly applied to the Term Obligations in accordance with Section 4.1(b)) resulting from actions taken by the Term Collateral Agent or any other Term Claimholder with respect to the Term Priority Collateral (subject to the relative Lien priorities described in Section 2). (bc) In connection with (i) any Enforcement Action Exercise of Secured Creditor Remedies with respect to the ABL any of its Senior Priority Collateral, each of the Term Collateral Agent, the other Term Claimholders, the ABL Collateral Agent and the other ABL Claimholders may enforce the provisions of the Term Collateral Documents or ABL Documents Collateral Documents, as applicable, and exercise rights, powers and remedies thereunder, all in such order and in such manner as they it may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their its sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them any Senior Claimholder to Dispose of Collateralits Senior Priority Collateral upon foreclosure, to incur expenses in connection with such Disposition, and to exercise with respect to its Senior Priority Collateral all the rights and remedies of a secured creditor under applicable law. (c) The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and Section 3.2.

Exclusive Enforcement Rights. (a) Until the Payment in Full Discharge of ABL Priority Debt Revolving Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the ABL Claimholders Revolving Collateral Agent shall have the exclusive right to take Enforcement Actions exercise any remedies, (including Exercise any Secured Creditor Remedies) with respect to the ABL Revolving Priority Collateral (and in connection therewith, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of the Notes Collateral Agent or any Notes Claimholder and (b) until the Discharge of the Term Loan Claimholders. Until the Payment in Full of Term Loan Priority Debt Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders Notes Collateral Agent shall have the exclusive right to take Enforcement Actions exercise any remedies, (including Exercise any Secured Creditor Remedies) with respect to the Term Loan Notes Priority Collateral (and in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section), make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of the Revolving Collateral Agent or any of the ABL Claimholders. (b) Revolving Claimholder. In connection with (i) any Enforcement Action with respect to Exercise of Secured Creditor Remedies, each of the ABL Priority CollateralNotes Collateral Agent, the ABL Notes Claimholders, the Revolving Collateral Agent and the Revolving Claimholders may enforce the provisions of the ABL Notes Collateral Documents or Revolving Collateral Documents, as applicable, and exercise remedies thereunderrights, all in such order powers and in such manner as they may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of its Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. (c) The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and Section 3.2.

Exclusive Enforcement Rights. (a) Until the Payment in Full of ABL Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Sections 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the ABL Claimholders shall have the exclusive right to take Enforcement Actions with respect to the ABL Priority Collateral (and in connection therewith, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the Term Loan Claimholders. Until Claimholder; provided however, that the Payment in Full Liens of Term Loan Priority Debt has occurred, whether or not Agent shall attach to any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders shall have the exclusive right to take Enforcement Actions with respect proceeds (other than proceeds applied to the Term Loan ABL Priority Debt) of any ABL Collateral (and in connection therewithreleased or disposed of, subject to the relative priorities described in Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof 2 and the application of proceeds otherwise provided in accordance with such section), make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the ABL Claimholders. (b) Section 4.1. In connection with (i) any Enforcement Action with respect to the ABL Priority Collateral, the ABL Claimholders may enforce the provisions of the ABL Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. After the Payment in Full of ABL Priority Debt or the expiration of the applicable Standstill Period, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Section 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the Term Loan Agent shall have the right to take Enforcement Actions with respect to the ABL Collateral without any consultation with or the consent of any ABL Claimholder but otherwise subject to the other terms and provisions of this Agreement including the relative priorities in the ABL Collateral described in Section 2 and the application of proceeds provided in Section 4.1. In connection with any Enforcement Action with respect to the ABL Collateral by Term Loan Agent, the Term Loan Agent may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, subject to the other terms and provisions of this Agreement. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. (c) The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and Section 3.2.

Exclusive Enforcement Rights. (a) Until Except as provided in the proviso to Section 3.1, until the Payment in Full of ABL Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the ABL Claimholders shall have the exclusive right to take Enforcement Actions (including set-off and applicable credit bid rights) with respect to the ABL Priority Collateral (and in connection therewith, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the Term Loan Claimholders. Until Except as provided in the proviso to Section 3.2, until the Payment in Full of Term Loan Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders shall have the exclusive right to take Enforcement Actions (including set-off and applicable credit bid rights) with respect to the Term Loan Priority Collateral (and in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section)3.9, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the ABL Claimholders. (b) In connection with (i) any Enforcement Action with respect to the ABL Priority Collateral, the ABL Claimholders may enforce the provisions of the ABL Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. (c) The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and Section 3.2.

Exclusive Enforcement Rights. (a) Until the Payment Discharge of Revolving Obligations has occurred and except as provided in Full of ABL Priority Debt has occurredSections 3.1(a) and 3.4, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the ABL Claimholders Revolving Collateral Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to the ABL Revolving Priority Collateral (and in connection therewith, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the Term Loan Claimholders. Collateral Agent or any other Term Claimholder; provided, further that the Term Liens shall remain on any Proceeds (other than those properly applied to the Revolving Obligations in accordance with Section 4.1(a)) resulting from actions taken by the Revolving Collateral Agent or any other Revolving Claimholder with respect to the Revolving Priority Collateral (subject to the relative Lien priorities described in Section 2). (b) Until the Payment in Full Discharge of Term Loan Priority Debt Obligations has occurredoccurred and except as provided in Sections 3.2(a) and 3.4, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders Collateral Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to the Term Loan Priority Collateral (and in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section), make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of the Revolving Collateral Agent or any of other Revolving Claimholder; provided, further, that the ABL ClaimholdersRevolving Liens shall remain on any Proceeds (other than those properly applied to the Term Obligations in accordance with Section 4.1(b)) resulting from actions taken by the Term Collateral Agent or any other Term Claimholder with respect to the Term Priority Collateral (subject to the relative Lien priorities described in Section 2). (bc) In connection with (i) any Enforcement Action Exercise of Secured Creditor Remedies with respect to the ABL any of its Senior Priority Collateral, each of the ABL Term Collateral Agent, the other Term Claimholders, the Revolving Collateral Agent and the other Revolving Claimholders may enforce the provisions of the ABL Term Collateral Documents or Revolving Collateral Documents, as applicable, and exercise rights, powers and remedies thereunder, all in such order and in such manner as they it may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their its sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them any Senior Claimholder to Dispose of Collateralits Senior Priority Collateral upon foreclosure, to incur expenses in connection with such Disposition, and to exercise with respect to its Senior Priority Collateral all the rights and remedies of a secured creditor under applicable law. (c) The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and Section 3.2.

Exclusive Enforcement Rights. (a) Until the Payment Discharge of Revolving Obligations has occurred and except as provided in Full of ABL Priority Debt has occurredSections 3.1(a) and 3.4, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the ABL Claimholders Revolving Administrative Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to the ABL Revolving Priority Collateral (and in connection therewith, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of Fixed Asset Collateral Agent or any other Fixed Asset Claimholder; provided, however, that the Term Loan Claimholders. Fixed Asset Liens shall remain on any Proceeds (other than those properly applied to the Revolving Obligations in accordance with Section 4.1(a)) resulting from actions taken by the Revolving Administrative Agent or any other Revolving Claimholder with respect to the Revolving Priority Collateral (subject to the relative Lien priorities described in Section 2). (b) Until the Payment Discharge of Fixed Asset Obligations has occurred and except as provided in Full of Term Loan Priority Debt has occurredSections 3.2(a) and 3.4, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders Designated Fixed Asset Collateral Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to the Term Loan Fixed Asset Priority Collateral (and in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section), make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of the Revolving Administrative Agent or any of other Revolving Claimholder; provided, however, that the ABL ClaimholdersRevolving Liens shall remain on any Proceeds (other than those properly applied to the Fixed Asset Obligations in accordance with Section 4.1(b)) resulting from actions taken by any Fixed Asset Collateral Agent or any other Fixed Asset Claimholder with respect to the Fixed Asset Priority Collateral (subject to the relative Lien priorities described in Section 2). (bc) In connection with (i) any Enforcement Action Exercise of Secured Creditor Remedies with respect to the ABL any of its Senior Priority Collateral, each of the ABL Fixed Asset Collateral Agents, the other Fixed Asset Claimholders, the Revolving Administrative Agent and the other Revolving Claimholders may enforce the provisions of the ABL Fixed Asset Collateral Documents or Revolving Collateral Documents, as applicable, and exercise rights, powers and remedies thereunder, all in such order and in such manner as they it may determine in the exercise of their its sole discretion, or discretion (ii) any Enforcement Action with respect to in the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions case of the Term Loan Documents and exercise remedies thereunderNotes Collateral Agent, all in such order and in such manner as they may determine in acting at the exercise written direction of their sole discretionthe requisite Notes Claimholders). Such exercise and enforcement shall include the rights of an agent appointed by them any Senior Claimholder to Dispose of Collateralits Senior Priority Collateral upon foreclosure, to incur expenses in connection with such Disposition, and to exercise with respect to its Senior Priority Collateral all the rights and remedies of a secured creditor under applicable law. (c) The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and Section 3.2.

Exclusive Enforcement Rights. (a) Until the Payment in Full of ABL Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the ABL Claimholders The CR Agent and each CR Senior Lender shall have the exclusive right to carry out, or not to carry out, the provisions of each CR Senior Security Agreement (as each such agreement relates to the CR First Priority Collateral, but not the BH First Priority Collateral) and Guaranty (but not any Guaranty from a BH Guarantor), and to take Enforcement Actions or commence any Guaranty Action or Remedial Action in connection therewith (but not with respect to a BH Guarantor, with respect to the ABL BH First Priority Collateral), all in the CR Senior Agent's and each CR Senior Lender's sole discretion and in the exercise of its and their sole business judgment (without regard to the rights of the BH/PIK Lenders under any BH/PIK Credit Document with respect to the CR First Priority Collateral). Such exclusive rights shall include, specifically (but not by way of limitation) (i) the right to sell or otherwise dispose of (or not take any such action) any or all of the CR First Priority Collateral (and to incur expenses in connection therewith, make determinations regarding or (ii) the release right to commence or Disposition thereof take or not commence or take any Guaranty Action (but not with respect to a BH Guarantor, with respect to the BH First Priority Collateral), all as may be desirable in the CR Senior Agent's and each CR Senior Lender's sole discretion to the extent provided in the relevant CR Senior Security Agreements (only to the extent related to the CR First Priority Collateral) and Guaranties (but not any guaranty from a BH Guarantor), as the case may be. In exercising its rights as aforesaid, the CR Senior Agent and each CR Senior Lender shall not have any duties, obligations or liabilities to the BH/PIK Lenders. (b) The BH/PIK Lenders shall not, either directly or indirectly, assert or exercise any Remedial Action in respect of all or any restrictions part of the CR First Priority Collateral or any Lien thereon held by the BH/PIK Lenders or exercise any Guaranty Action (other than with respect theretoto a BH Guarantor with respect to the BH First Priority Collateral) without any consultation with respect to the CR First Collateral. The BH/PIK Lenders shall not take or the consent of any receive from or on behalf of the Term Loan ClaimholdersCompany, directly or indirectly, in cash or other property or by setoff or in any other manner (whether pursuant to any enforcement, collection, execution, levy or foreclosure proceeding or otherwise) any portion of the CR First Priority Collateral or Proceeds thereof, except as provided in SECTION 3.6 hereof. Until Without limiting the Payment generality of the foregoing, until the CR Senior Obligations have been paid in Full of Term Loan Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantorfull, the Term Loan Claimholders sole right of the BH/PIK Lenders (i) with respect to the CR First Priority Collateral is to hold a Lien thereon granted pursuant to the BH/PIK Security Agreements and not take, exercise or commence any Remedial Action with respect thereto and (ii) with respect to each Subordinated Guaranty (other than from a BH Guarantor), to hold the same and not take, exercise or commence any Guaranty Action with respect thereto except as provided in SECTION 3.6 hereof. (c) The BH Senior Agent and each BH Senior Lender shall have the exclusive right to take Enforcement Actions with respect carry out, or not to carry out, the provisions of each BH Senior Security Agreement (as each such agreement relates to the Term Loan BH First Priority Collateral (but not the CR First Priority Collateral) and to take or commence or any Permitted Enforcement Action in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section), make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the ABL Claimholders. (b) In connection with (i) any Enforcement Action with respect to the ABL Priority Collateral, the ABL Claimholders may enforce the provisions of the ABL Documents and exercise remedies thereunder, all in such order the BH Senior Agent's sole discretion and in such manner as they may determine in the exercise of their its sole discretion, or business judgment (ii) any Enforcement Action with respect without regard to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed the CR Senior Agent, the CR Senior Lenders, the Junior Subordinated Trustee or the Junior Subordinated Lenders under any of their respective Credit Documents). Such exclusive rights shall include, specifically (but not by them way of limitation) the right to Dispose sell or otherwise dispose of Collateral(or not take any such action), any or all of the BH First Priority Collateral and to incur expenses in connection with such Dispositiontherewith, all as may be desirable in the BH Senior Agent's sole discretion to the extent provided in the BH Senior Security Agreements (only to the extent related to the BH First Priority Collateral). In exercising its rights as aforesaid, the BH Senior Agent and the BH Senior Lenders shall not have any duties, obligations or liabilities to exercise all any of the rights CR Senior Agent, the CR Senior Lenders and remedies of a secured creditor under applicable lawthe Junior Subordinated Trustee. (cd) The provisions None of clauses the CR Senior Agent, the CR Senior Lenders, the Junior Subordinated Trustee and the Junior Subordinated Noteholders shall, either directly or indirectly, assert or exercise any Remedial Action in respect of all or any part of the BH First Priority Collateral or any Lien thereon held by such party or exercise any Guaranty Action with respect to a BH Guarantor in connection therewith. Each of the CR Senior Agent, the CR Senior Lenders, the Junior Subordinated Trustee and the Junior Subordinated Noteholders agrees not to take or receive from or on behalf of the Company, directly or indirectly, in cash or other property or by setoff or in any other manner (awhether pursuant to any enforcement, collection, execution, levy or foreclosure proceeding or otherwise) any portion of the BH First Priority Collateral or proceeds thereof, except as provided in SECTIONS 2.3 B and (b) above shall be subject in all respects 3.6 hereof. Without limiting the generality of the foregoing, the sole right of each of the CR Senior Agent, the CR Senior Lenders and the Junior Subordinated Trustee with respect to the provisions of Section 3.1 BH First Priority Collateral is to hold a Lien thereon granted pursuant to the CR Senior Security Agreements or the Junior Subordinated Security Agreements, as the case may be, and Section 3.2not exercise any Remedial Action with respect thereto or exercise any Guaranty Action with respect to a BH Guarantor.

Exclusive Enforcement Rights. (a) Until the Payment in Full Discharge of ABL Priority Debt Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the ABL Claimholders Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to the any ABL Priority Collateral (and in connection therewith, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) ), in each case without any consultation with or the consent of Notes Agent or any other Notes Claimholder, and (b) until the Discharge of the Term Loan Claimholders. Until the Payment in Full of Term Loan Priority Debt Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders Notes Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to the Term Loan any Notes Priority Collateral (and in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section)3.8, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) ), in each case without any consultation with or the consent of ABL Agent or any of the other ABL Claimholders. (b) Claimholder. In connection with (ix) any Enforcement Action Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral, the ABL Claimholders Agent may enforce the provisions of the ABL Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they it may determine in the exercise of their its sole discretion, or (y) any Exercise of Secured Creditor Remedies with respect to the Notes Priority Collateral, Notes Agent may enforce the provisions of the Notes Documents and the Other Pari Passu Lien Obligations Agreement and exercise remedies thereunder, all in such order and in such manner as it may determine in the exercise of its sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them ABL Agent or Notes Agent, as applicable, to Dispose of Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under the UCC, the Bankruptcy Laws or other applicable law. (c) The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and Section 3.2.

Exclusive Enforcement Rights. (a) Until the Payment in Full Discharge of ABL Revolver Priority Debt Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the ABL Revolver Agent and Revolver Claimholders shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to the ABL Revolver Priority Collateral (and in connection therewith, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the Term Loan Claimholders. Until the Payment in Full of Agent or any Term Loan Priority Debt has occurred, whether or not Claimholder. In connection with any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders shall have the exclusive right to take Enforcement Actions such Exercise of Secured Creditor Remedies with respect to the Term Loan Priority Collateral (and in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section), make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the ABL Claimholders. (b) In connection with (i) any Enforcement Action with respect to the ABL Revolver Priority Collateral, Revolver Agent and the ABL Revolver Claimholders may enforce the provisions of the ABL Revolver Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Revolver Priority Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. (b) Until the Discharge of Term Loan Priority Obligations has occurred, whether or (ii) not any Enforcement Action Insolvency Proceeding has been commenced by or against any Grantor, Term Loan Agent and Term Loan Claimholders shall have the exclusive right to Exercise any Secured Creditor Remedies with respect to the Term Loan Priority Collateral without any consultation with or the consent of Revolver Agent or any Revolver Claimholder. In connection with any such Exercise of Secured Creditor Remedies with respect to the Term Loan Priority Collateral, Term Loan Agent and the Term Loan Claimholders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Term Loan Priority Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. (c) The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and Section 3.2.

Exclusive Enforcement Rights. (a) Until the Payment in Full of ABL Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, but subject to the proviso in Section 3.1(a), the ABL Claimholders shall have the exclusive right to take Enforcement Actions (including the right to credit bid their debt in a foreclosure proceeding) with respect to the ABL Priority Collateral (and in connection therewith, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the Term Loan Claimholders. Until the Payment in Full of Term Loan Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, but subject to the proviso in Section 3.2(a), the Term Loan Claimholders shall have the exclusive right to take Enforcement Actions (including the right to credit bid their debt in a foreclosure proceeding) with respect to the Term Loan Priority Collateral (and in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section), make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the ABL Claimholders. (b) In connection with (i) any Enforcement Action with respect to the ABL Priority Collateral, the ABL Claimholders may enforce the provisions of the ABL Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. (c) The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and Section 3.2.

Exclusive Enforcement Rights. (a) Until the Payment in Full Discharge of ABL First Lien Priority Debt Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, but subject to the ABL first proviso to Section 3.1(a), First Lien Agent and First Lien Claimholders shall have the exclusive right to take Enforcement Actions to (a) Exercise any Secured Creditor Remedies with respect to the ABL Priority Collateral Collateral, (and in connection therewithb) subject to Section 5.1, make determinations regarding the release or Disposition thereof of, or any restrictions with respect theretoto, the Collateral, and (c) otherwise enforce the rights and remedies of a secured creditor under the UCC and the Bankruptcy Laws of any applicable jurisdiction, so long as any proceeds received by First Lien Agent and other First Lien Claimholders in the aggregate in excess of those necessary to achieve Discharge of First Lien Priority Obligations are distributed in accordance with Section 4.1, except as otherwise required pursuant to the UCC and applicable law, subject to the relative priorities described in section 2.1, in each case, without any consultation with or the consent of any of the Term Loan Claimholders. Until the Payment in Full of Term Loan Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders shall have the exclusive right to take Enforcement Actions with respect to the Term Loan Priority Collateral (and in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section), make determinations regarding the release or Disposition thereof Second Lien Trustee or any restrictions with respect thereto) without any consultation with or the consent of any of the ABL Claimholders. (b) Second Lien Claimholder. In connection with (i) any Enforcement Action with respect to the ABL Priority CollateralExercise of Secured Creditor Remedies, the ABL First Lien Agent and First Lien Claimholders may enforce the provisions of the ABL Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. (c) The provisions . Without limiting the generality of clauses (a) and (b) above shall be the foregoing, subject in all respects to the provisions of Section 3.1 and Section 3.26.5. (1) the Second Lien Trustee, for itself and on behalf of the Second Lien Claimholders, agrees that the Second Lien Trustee and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) the Second Lien Trustee, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and (3) the Second Lien Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral Documents or any other Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Agent or the First Lien Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents.

Exclusive Enforcement Rights. (a) Until the Payment in Full of ABL Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Sections 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the ABL Claimholders shall have the exclusive right to take Enforcement Actions with respect to the ABL Priority Collateral (and in connection therewith, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the Term Loan Claimholders. Until Claimholder; provided, however, that the Payment in Full Liens of Term Loan Priority Debt has occurred, whether or not Agent shall attach to any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders shall have the exclusive right to take Enforcement Actions with respect proceeds (other than proceeds applied to the Term Loan ABL Priority Debt) of any ABL Collateral (and in connection therewithreleased or disposed of, subject to the relative priorities described in Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof 2 and the application of proceeds otherwise provided in accordance with such section), make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of any of the ABL Claimholders. (b) Section 4.1. In connection with (i) any Enforcement Action with respect to the ABL Priority Collateral, the ABL Claimholders may enforce the provisions of the ABL Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. After the Payment in Full of ABL Priority Debt or the expiration of the applicable Standstill Period, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Section 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the Term Loan Agent shall have the right to take Enforcement Actions with respect to the ABL Collateral without any consultation with or the consent of any ABL Claimholder but otherwise subject to the other terms and provisions of this Agreement including the relative priorities in the ABL Collateral described in Section 2 and the application of proceeds provided in Section 4.1. In connection with any Enforcement Action with respect to the ABL Collateral by Term Loan Agent, the Term Loan Agent may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, subject to the other terms and provisions of this Agreement. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. (c) The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and Section 3.2.

Exclusive Enforcement Rights. (a) Until the Payment in Full Discharge of ABL Priority Debt Revolving Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the ABL Claimholders Revolving Collateral AgentLender shall have the exclusive right to take Enforcement Actions exercise any remedies, (including Exercise any Secured Creditor Remedies) with respect to the ABL Revolving Priority Collateral (and in connection therewith, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of the Notes Collateral Agent or any Notes Claimholder and (b) until the Discharge of the Term Loan Claimholders. Until the Payment in Full of Term Loan Priority Debt Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders Notes Collateral Agent shall have the exclusive right to take Enforcement Actions exercise any remedies, (including Exercise any Secured Creditor Remedies) with respect to the Term Loan Notes Priority Collateral (and in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section), make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of the Revolving Collateral AgentLender or any of the ABL Claimholders. (b) Revolving Claimholder. In connection with (i) any Enforcement Action with respect to Exercise of Secured Creditor Remedies, each of the ABL Priority CollateralNotes Collateral Agent, the ABL Notes Claimholders, the Revolving Collateral AgentLender and the Revolving Claimholders may enforce the provisions of the ABL Notes Collateral Documents or Revolving Collateral Documents, as applicable, and exercise remedies thereunderrights, all in such order powers and in such manner as they may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of its Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. (c) The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and Section 3.2.

Exclusive Enforcement Rights. (a) Until the Payment in Full Discharge of ABL Priority Debt Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the ABL Claimholders Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to the any ABL Priority Collateral (and in connection therewith, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) ), in each case without any consultation with or the consent of Notes Agent or any other Notes Claimholder, and (b) until the Discharge of the Term Loan Claimholders. Until the Payment in Full of Term Loan Priority Debt Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders Notes Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to the Term Loan any Notes Priority Collateral (and in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section)3.8, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) ), in each case without any consultation with or the consent of ABL Agent or any of the other ABL Claimholders. (b) Claimholder. In connection with (ix) any Enforcement Action Exercise of Secured Creditor Remedies with respect to the ABL Priority Collateral, the ABL Claimholders Agent may enforce the provisions of the ABL Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they it may determine in the exercise of their its sole discretion, or (y) any Exercise of Secured Creditor Remedies with respect to the Notes Priority Collateral, Notes Agent may enforce the provisions of the Notes Documents and exercise remedies thereunder, all in such order and in such manner as it may determine in the exercise of its sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them ABL Agent or Notes Agent, as applicable, to Dispose of Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under the UCC, the Bankruptcy Laws or other applicable law. (c) The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and Section 3.2.

Exclusive Enforcement Rights. (a) Until the Payment in Full Discharge of ABL First Lien Priority Debt Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, but subject to the ABL first proviso to Section 3.1(a), First Lien Agent and First Lien Claimholders shall have the exclusive right to take Enforcement Actions to (a) Exercise any Secured Creditor Remedies with respect to the ABL Priority Collateral Collateral, (and in connection therewithb) subject to Section 5.1, make determinations regarding the release or Disposition thereof of, or any restrictions with respect theretoto, the Collateral, and (c) otherwise enforce the rights and remedies of a secured creditor under the U.C.C. and the Bankruptcy Laws of any applicable jurisdiction, so long as any proceeds received by First Lien Agent and other First Lien Claimholders in the aggregate in excess of those necessary to achieve Discharge of First Lien Priority Obligations are distributed in accordance with Section 4.1, except as otherwise required pursuant to the U.C.C. and applicable law, subject to the relative priorities described in section 2.1, in each case, without any consultation with or the consent of any of the Term Loan Claimholders. Until the Payment in Full of Term Loan Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders shall have the exclusive right to take Enforcement Actions with respect to the Term Loan Priority Collateral (and in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section), make determinations regarding the release or Disposition thereof Second Lien Trustee or any restrictions with respect thereto) without any consultation with or the consent of any of the ABL Claimholders. (b) Second Lien Claimholder. In connection with (i) any Enforcement Action with respect to the ABL Priority CollateralExercise of Secured Creditor Remedies, the ABL First Lien Agent and First Lien Claimholders may enforce the provisions of the ABL Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term First Lien Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. (c) The provisions . Without limiting the generality of clauses (a) and (b) above shall be the foregoing, subject in all respects to the provisions of Section 3.1 and Section 3.26.5. (1) the Second Lien Trustee, for itself and on behalf of the Second Lien Claimholders, agrees that the Second Lien Trustee and the Second Lien Claimholders will not take any action that would hinder any exercise of remedies under the First Lien Loan Documents or is otherwise prohibited hereunder, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise; (2) the Second Lien Trustee, for itself and on behalf of the Second Lien Claimholders, hereby waives any and all rights it or the Second Lien Claimholders may have as a junior lien creditor or otherwise to object to the manner in which the First Lien Agent or the First Lien Claimholders seek to enforce or collect the First Lien Obligations or the Liens securing the First Lien Obligations granted in any of the First Lien Collateral undertaken in accordance with this Agreement, regardless of whether any action or failure to act by or on behalf of the First Lien Agent or First Lien Claimholders is adverse to the interest of the Second Lien Claimholders; and (3) the Second Lien Trustee hereby acknowledges and agrees that no covenant, agreement or restriction contained in the Second Lien Collateral Documents or any other Second Lien Document (other than this Agreement) shall be deemed to restrict in any way the rights and remedies of the First Lien Agent or the First Lien Claimholders with respect to the Collateral as set forth in this Agreement and the First Lien Loan Documents.

Exclusive Enforcement Rights. (a) Until the Payment Discharge of Revolving Obligations has occurred and except as provided in Full of ABL Priority Debt has occurredSection 3.1(a) and Section 3.4, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the ABL Claimholders Revolving Collateral Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to the ABL Revolving Priority Collateral (and in connection therewith, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of the Notes Collateral Agent or any Notes Claimholder; provided, however, that the Lien securing the Notes Obligations shall remain on the Proceeds (other than those properly applied to the Revolving Obligations in accordance with Section 4.1(a)) of such Revolving Priority Collateral released or Disposed of subject to the Term Loan Claimholders. Until relative priorities described in Section 2.1 and (b) until the Payment Discharge of Notes Obligations has occurred and except as provided in Full of Term Loan Priority Debt has occurredSection 3.2(a) and Section 3.4, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Loan Claimholders Notes Collateral Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to the Term Loan Notes Priority Collateral (and in connection therewith, subject to Section 3.9 (but without affecting their rights to freely release, restrict, or make a Disposition thereof in accordance with such section), make determinations regarding the release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the consent of the Revolving Collateral Agent or any Revolving Claimholder; provided, however, that the Lien securing the Revolving Obligations shall remain on the Proceeds (other than those properly applied to the Notes Obligations in accordance with Section 4.1(b)) of such Notes Priority Collateral released or Disposed of subject to the ABL Claimholders. (b) relative priorities described in Section 2.1. In connection with (i) any Enforcement Action with respect to Exercise of Secured Creditor Remedies, each of the ABL Priority CollateralNotes Collateral Agent, the ABL Notes Claimholders, the Revolving Collateral Agent and the Revolving Claimholders may enforce the provisions of the ABL Notes Collateral Documents or Revolving Collateral Documents, as applicable, and exercise remedies thereunderrights, all in such order powers and in such manner as they may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Loan Priority Collateral, the Term Loan Claimholders may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of Collateralits Collateral upon foreclosure, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. (c) The provisions of clauses (a) and (b) above shall be subject in all respects to the provisions of Section 3.1 and Section 3.2.