Common use of Lien Enforcement Clause in Contracts

Lien Enforcement. Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, subsection 2.7 hereof, but subject in any event to subsection 21.1 hereof: (a) Until Payment in Full of all Senior Indebtedness, except as otherwise expressly permitted in subsections 21.6(b) and (c) below, other than Permitted Subordinated Indebtedness Payments, in each case to the extent permitted at the time of payment thereof to be paid to and received and retained by Subordinated Creditor pursuant to the other terms and provisions of this Agreement, neither Subordinated Agent nor the Subordinated Creditor shall ask, demand or s▇▇ for any right or remedy in respect of all or any part of the Shared Collateral and Subordinated Agent and the Subordinated Creditor agree not to take or receive from any Obligor, directly or indirectly, in cash or other Property or by set-off or in any other manner, whether pursuant to any enforcement, collection, execution, levy or foreclosure proceeding or otherwise, all or any part of the Shared Collateral. Without limiting the generality of the foregoing, until Payment in Full of all Senior Indebtedness, (i) neither Subordinated Agent nor the Subordinated Creditor shall exercise or otherwise assert any right or remedy in respect of all or any part of the Shared Collateral or any Liens thereon; (ii) the sole right of Subordinated Agent and Subordinated Creditor with respect to the Shared Collateral shall be to hold a Lien thereon to the extent granted pursuant to the Subordinated Indebtedness Documents (until such time as such Lien is released or required to be released pursuant to Section 21.3 hereof) and to receive proceeds thereof remaining after such Payment in Full; and (iii) without the prior written consent of Senior Agent, neither Subordinated Agent nor the Subordinated Creditor shall exercise any right such Person may have under the Subordinated Indebtedness Documents or under the UCC or other applicable law to deliver any notices to account debtors informing them of such Person’s interest in any accounts of any Obligor or direct such account debtors to make payments in any particular manner of amounts due in respect of any such account. (b) Subordinated Agent and the Subordinated Creditor each agrees that, until Payment in Full of all Senior Indebtedness, such Person will not commence, or join with any creditor other than Senior Agent in commencing, any enforcement, collection, execution, levy or foreclosure proceeding with respect to any Lien held by it in, or otherwise with respect to, all or any part of the Shared Collateral, including, without limitation, petitioning, filing or joining in any involuntary Proceeding pursuant to Section 303 of the Bankruptcy Code. (c) The provisions of this subsection 21.6 are intended to limit the enforcement of the rights and remedies of Subordinated Agent and Subordinated Creditor with respect to the Shared Collateral or any Lien thereon for so long and to the extent set forth in subsection 21.6(a) and (b) hereof. Nothing in this subsection 21.6 is intended or shall be deemed or construed to prohibit Subordinated Agent or the Subordinated Creditor from receiving and retaining at any time any Permitted Subordinated Indebtedness Payments to the extent such receipt and retention is permitted hereunder at such time, or to the extent such action is permitted hereunder at such time, from making any demand for payment or any declaration of acceleration with respect to the Subordinated Notes or commencing any judicial or other action to collect (without enforcement of any of such Person’s rights and remedies with respect to all or any part of the Shared Collateral) the Subordinated Indebtedness under the Subordinated Notes and the other Subordinated Indebtedness Documents.

Lien Enforcement. Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, subsection Section 2.7 hereof, but subject in any event to subsection Section 21.1 hereof: (a) Until Payment in Full of all Senior Indebtedness, except as otherwise expressly permitted in subsections 21.6(b) and (c) below, other than Permitted Subordinated Indebtedness Payments, in each case to the extent permitted at the time of payment thereof to be paid to and received and retained by Subordinated Creditor Creditors pursuant to the other terms and provisions of this Agreement, neither Subordinated Agent nor the no Subordinated Creditor shall ask, demand or s▇▇▇ for any right or remedy in respect of all or any part of the Shared Lender Collateral and Subordinated Agent and the each Subordinated Creditor agree agrees not to take or receive from any Obligor, directly or indirectly, in cash or other Property or by set-off or in any other manner, whether pursuant to any enforcement, collection, execution, levy or foreclosure proceeding or otherwise, all or any part of the Shared Lender Collateral. Without limiting the generality of the foregoing, until Payment in Full of all Senior Indebtedness, (i) neither Subordinated Agent nor the no Subordinated Creditor shall exercise or otherwise assert any right or remedy in respect of all or any part of the Shared Lender Collateral or any Liens thereon; (ii) the sole right of the Subordinated Agent and Subordinated Creditor Creditors with respect to the Shared Lender Collateral shall be to hold a Lien thereon to the extent granted pursuant to the Subordinated Indebtedness Documents (until such time as such Lien is released or required to be released pursuant to Section Sections 21.3 or 21.7 hereof) and to receive proceeds thereof remaining after such Payment in Full; and (iii) without the prior written consent of Senior Administrative Agent, neither Subordinated Agent nor the no Subordinated Creditor shall exercise any right such Person may have under the Subordinated Indebtedness Documents or under the UCC UCC, the PPSA or other applicable law to deliver any notices to account debtors informing them of such Person’s interest in any accounts of any Obligor or direct such account debtors to make payments in any particular manner of amounts due in respect of any such account. (b) Subordinated Agent and the Each Subordinated Creditor each agrees that, until Payment in Full of all Senior Indebtedness, such Person will not commence, or join with any creditor other than Senior Administrative Agent in commencing, any enforcement, collection, execution, levy or foreclosure proceeding with respect to any Lien held by it in, or otherwise with respect to, all or any part of the Shared Lender Collateral, including, without limitation, petitioning, filing or joining in any involuntary Proceeding pursuant to Section 303 of the Bankruptcy Code. (c) The provisions of this subsection Section 21.6 are intended to limit the enforcement of the rights and remedies of the Subordinated Agent and Subordinated Creditor Creditors with respect to the Shared Lender Collateral or any Lien thereon for so long and to the extent set forth in subsection subsections 21.6(a) and (b) hereof. Nothing in this subsection Section 21.6 is intended or shall be deemed or construed to prohibit Subordinated Agent or the Subordinated Creditor from receiving and retaining at any time any Permitted Subordinated Indebtedness Debt Payments to the extent such receipt and retention is permitted hereunder at such time, or to the extent such action is permitted hereunder at such time, from making any demand for payment or any declaration of acceleration with respect to the Subordinated Notes Indebtedness or commencing any judicial or other action to collect (without enforcement of any of such Person’s rights and remedies with respect to all or any part of the Shared Lender Collateral) the Subordinated Indebtedness under the Subordinated Notes and the other Subordinated Indebtedness Documents.