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 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 this (iv) subject to Section 3.1. Upon the occurrence and during the continuance of an event of default under the Revolving Facility Documents3.2, the Revolving Facility Agent Second Priority Representative and the other Revolving Facility Second Priority Secured Parties may take enforce any of their rights and continue exercise any Enforcement Action of their remedies with respect to the Revolving Facility Obligations Second Priority Collateral after the termination of the Standstill Period (the actions described in this proviso 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 Revolving Facility other Second Priority Secured Parties with respect to the Collateral in such order and manner as they may determine in their sole discretion 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 provisions of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 Second Priority Documents 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)applicable law.

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 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 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).

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 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 Subject to Section 3.9, until the Revolving Facility earlier of the occurrence of the First Priority Obligations Payment Date has occurredor the expiration or other termination of the then current Standstill Period, whether or not an Insolvency Proceeding has been commenced by or against any Loan Credit Party, the Revolving Facility First Priority Secured Parties shall have the exclusive right to take and continue take, continue, oppose, or otherwise prosecute, defend, settle or consent to any Enforcement Action with respect to the Revolving Facility Priority CollateralAction, without any consultation with or consent of any Term Facility Second Priority Secured Party except as otherwise expressly provided for in this Agreement; provided Party, and the Second Priority Secured Parties shall not take any position contrary to the First Priority Secured Parties, or support any other Person who takes any position contrary to the First Priority Secured Parties, with respect to such Enforcement Action (it being understood that nothing contained herein shall be construed as preventing any Second Priority Secured Party, notwithstanding the Term Facility Agent or any Term Facility Secured Party from taking any action which is reasonably necessary to foregoing, may (i) perfect at any time demand payment of amounts then due and payable pursuant to the Term Facility Liens upon terms of the Revolving Facility Second Priority Collateral Agreement (other than by possession or “control” (within as a result of an acceleration subsequent to an event of default under the meaning of Second Priority Agreement) and pursue unsecured lender remedies with regard to any such payments not made under the Uniform Commercial Code))Second Priority Agreement, (ii) proveafter the expiration of the Standstill Period, preserve demand payment for or protect (but not enforce) accelerate the Term Facility Liens upon payment of the Revolving Facility Second 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 Loans in accordance with the express terms of this Agreementthe Second Priority Documents, (iii) file a proof of claim or statement of interest, (iv) file all necessary responsive or defensive pleadings in opposition to any motion, claims, proceedings or pleadings made by any Person objecting to or seeking disallowance of the claims of the Second Priority Secured Parties, including Section 2.5 claims secured by the Common Collateral, and this Section 3.1(v) make any filings, arguments or motions or take other actions to preserve or protect its Liens on the Collateral or any other rights, including to stay any statute of limitations). Upon the occurrence and during the continuance of an event of default under the Revolving Facility Documentsa First Priority Default, 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, if the First Priority Representative and the First Priority Lenders shall have extended loans, credit accommodations or other financial accommodations under the First Priority Documents in accordance with excess of the First Priority Obligations (such excess, an “Overadvance”), and the First Priority Obligations Payment Date shall have occurred (notwithstanding that an Overadvance remains outstanding under the First Priority Documents), the provisions of the Revolving Facility Documents. Notwithstanding anything to the contrary in this Section 3.1 shall not prevent the Second Priority Representative and/or the Second Priority Lenders from pursuing any remedies available to it or them as secured or unsecured lenders with regard to the Common Collateral and notwithstanding the provisions of 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 events2.1 hereof, the “Term Facility Enforcement Trigger Events”) Liens in the Common Collateral held by the Second Priority Representative securing the Second Priority Obligations shall thereafter be senior 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 remaining 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 First Priority Secured Parties shall have with regard to any Overadvance outstanding under the right to initiate and prosecute Enforcement Actions with respect to the Revolving Facility First 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)Documents.

Exclusive Enforcement. (a) Until the Revolving Facility earlier of the occurrence of the First Priority Obligations Payment Date has occurredor the expiration or other termination of the then current Standstill Period, whether or not an Insolvency Proceeding has been commenced by or against any Loan Credit Party, the Revolving Facility First Priority Secured Parties shall have the exclusive right to take and continue take, continue, oppose, or otherwise prosecute, defend, settle or consent to any Enforcement Action with respect to the Revolving Facility Priority CollateralAction, without any consultation with or consent of any Term Facility Second Priority Secured Party except as otherwise expressly provided for in this Agreement; provided Party, and the Second Priority Secured Parties shall not take any position contrary to the First Priority Secured Parties, or support any other Person who takes any position contrary to the First Priority Secured Parties, with respect to such Enforcement Action (it being understood that nothing contained herein shall be construed as preventing any Second Priority Secured Party, notwithstanding the Term Facility Agent or any Term Facility Secured Party from taking any action which is reasonably necessary to foregoing, may (i) perfect at any time demand payment of amounts then due and payable pursuant to the Term Facility Liens upon terms of the Revolving Facility Second Priority Collateral Agreement (other than by possession or “control” (within as a result of an acceleration subsequent to an event of default under the meaning of Second Priority Agreement) and pursue unsecured lender remedies with regard to any such payments not made under the Uniform Commercial Code))Second Priority Agreement, (ii) proveafter the expiration of the Standstill Period, preserve demand payment for or protect (but not enforce) accelerate the Term Facility Liens upon payment of the Revolving Facility Second 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 Loans in accordance with the express terms of this Agreementthe Second Priority Documents, (iii) file a proof of claim or statement of interest, (iv) file all necessary responsive or defensive pleadings in opposition to any motion, claims, proceedings or pleadings made by any Person objecting to or seeking disallowance of the claims of the Second Priority Secured Parties, including Section 2.5 claims secured by the Common Collateral, and this Section 3.1(v) make any filings, arguments or motions or take other actions to preserve or protect its Liens on the Collateral or any other rights, including to stay any statute of limitations). 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).of

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 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 9 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 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 Secured applicable Senior Enforcement Representative and the Senior Enforcement Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action (including the right to credit bid their debt, subject to the penultimate sentence of this Section 3.1) with respect to the Revolving Facility Priority Collateralapplicable Senior Enforcement Collateral pursuant to the terms of the applicable Security Documents, without any consultation with or consent of any Term Facility Secured Party except as otherwise expressly provided for Junior Enforcement Party, but subject to the proviso set forth in this AgreementSection 5.1; provided that nothing contained herein shall be construed as preventing the Term Facility Agent or any Term Facility Secured Junior Enforcement Party from taking any action which is reasonably necessary to (i) perfect the Term Facility Junior Enforcement Liens upon the Revolving Facility Priority 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 Enforcement Liens upon the Revolving Facility Priority Senior Enforcement 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 3.1Senior Enforcement Lien. Upon the occurrence and during the continuance of a default or an event of default under the Revolving Facility applicable Senior Enforcement Documents, the Revolving Facility Agent applicable Senior Enforcement Representative and the other Revolving Facility Secured applicable Senior Enforcement Parties may take and continue any Enforcement Action with respect to the Revolving Facility applicable Senior Enforcement Obligations and the Revolving Facility Priority applicable Senior Enforcement Collateral in such order and manner as they may determine in their sole discretion and in accordance with the terms and conditions of the Senior Enforcement Documents. The Term Loan Representative agrees that all credit bidding of Term Loan Obligations shall be made for the benefit of the Secured Parties as contemplated by Section 4.1(b). At any time the Term Loan Representative is the Other Collateral Senior Enforcement Representative, the Term Loan Secured Parties shall be considered the Senior Enforcement Parties in respect of the Other Collateral solely for purposes of determining whether to take Enforcement Actions, and, for the avoidance of doubt, subject to (x) Section 2.1, (y) the application of Proceeds set forth in Section 4.1 and (z) other provisions of this Agreement that apply to the Revolving Facility Documentstreatment of Other Collateral as Senior Enforcement Collateral. Notwithstanding anything to the contrary in herein and that the SOA shall be considered RCF Priority Collateral hereunder as an Accounts Receivable Contract, the parties hereto acknowledge and agree that this Section 3.1 and Section 3.2, if (a) Agreement shall not impair the ability of the Term Facility Agent notifies the Revolving Facility Agent that it is permitted and wishes Loan Representative to initiate an Enforcement Action enforce its rights 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 Vitol Direct Agreement with respect to the Revolving Facility Priority Collateral within 180 days after the receipt of such notice SOA (if any such including taking Enforcement Action so initiated is subsequently withdrawn at the option Actions in respect 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 AgreementSOA).

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 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 (but subject to the proviso set forth in this AgreementSection 5.1); provided that nothing contained herein shall be construed as preventing provided, however, that, the Term Facility Agent Junior Representative (or any Term Facility person authorized by it) may commence an Enforcement Action after the passage of a period of one hundred twenty (120) days from the date of delivery of a notice in writing to the Senior Representative of the Junior Representative’s intention to exercise its right to take any such Enforcement Actions (the “Junior Standstill Period”); provided, further, however, that (a) notwithstanding anything herein to the contrary, neither the Junior Representative nor any other Junior Secured Party from taking will exercise any action which is reasonably necessary rights or remedies with respect to any Senior Collateral if, notwithstanding the expiration of the Junior Standstill Period, the Senior Representative or the other Senior Secured Parties (ior any person authorized by them) perfect shall have commenced the Term Facility Liens upon exercise of any of their rights or remedies with respect to all or any material portion of the Revolving Facility Priority Senior Collateral (other than by possession or “control” (within prompt notice of such exercise to be given to the meaning of Junior Representative) and are reasonably diligently pursuing in good faith the Uniform Commercial Code))exercise thereof, (iib) provein the event that at any time after the Junior Representative has sent a notice to the Senior Representative to commence the Junior Standstill Period, preserve the default or protect (but not enforce) event of default under the Term Facility Liens upon Junior Documents that was the Revolving Facility Priority Collateral, so long as basis for such action would not, in any case, adversely affect any Revolving Facility Lien notice is cured or (iii) enforce any Term Facility Liens upon the Revolving Facility Priority Collateral waived in accordance with the express terms of this Agreementthe applicable Junior Documents, then such notice shall automatically and without further action of the parties be deemed rescinded and no Junior Standstill Period shall be deemed to have been commenced, (c) the Junior Representative or any other Junior Secured Party, as applicable, shall provide written notice to the Senior Representative promptly upon commencing any exercise of rights or remedies with respect to the Senior Collateral, and (d) any Senior Collateral or any proceeds of Senior Collateral received by the Junior Representative or such other Junior Secured Party in connection with any such exercise of rights or remedies with respect to the Senior Collateral (net of documented, reasonable out-of-pocket costs actually incurred in connection with such enforcement and allocable to the enforcement with respect to such Senior Collateral, including reasonable attorneys’ fees and expenses) shall be applied in accordance with Section 2.5 and this Section 3.14.1 hereof. Upon the occurrence and during the continuance of a default or an event of default under the Revolving Facility Senior Documents, the Revolving Facility Agent Senior Representative and the other Revolving Facility Senior Secured Parties may take and continue any Enforcement Action with respect to the Revolving Facility Senior Obligations and the Revolving Facility Priority Senior Collateral in such order and manner as they may determine in their sole discretion and in accordance with the provisions terms and conditions of the Revolving Facility Senior 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).