Exclusive Enforcement. Until the First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the First Priority Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Common Collateral, without any consultation with or consent of any Second Priority Secured Party, but subject to the provisos set forth in Sections 3.2 and 5.1. Upon the occurrence and during the continuance of a default or an event of default under the First Priority Documents, the First Priority Representative and the other First Priority Secured Parties may take and continue any Enforcement Action with respect to the First Priority Obligations and the Common Collateral in such order and manner as they may determine in their sole discretion.
Exclusive Enforcement. Until the Senior Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the 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 Senior Collateral, without any consultation with or consent of any Junior Secured Party, but subject to the proviso set forth in Section 5.1. Upon the occurrence and during the continuance of a default or an event of default under the Senior Documents, the Senior Representative and the other Senior Secured Parties may take and continue any Enforcement Action with respect to the Senior Obligations and the Senior Collateral in such order and manner as they may determine in their sole discretion in accordance with the terms and conditions of the Senior Documents.
Exclusive Enforcement. (a) Until the First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the First Priority Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Common Collateral, without any consultation with or consent of any Second Priority Secured Party, provided that, notwithstanding the foregoing, (i) in any Insolvency Proceeding, any Second Priority Secured Party may file a proof of claim or statement of interest with respect to Second Priority Obligations; (ii) the Second Priority Representative may take any action to preserve or protect the validity and enforceability of the liens on the Second Priority Collateral, provided that no such action is, 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 respect thereof or (B) otherwise inconsistent with the terms of this Agreement, including the automatic release of Liens provided in Section 4.2; (iii) the Second Priority Secured Parties may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any person objecting to or otherwise seeking the disallowance of the claims of the Second Priority Secured Parties, including any claims secured by the Second Priority Collateral or otherwise make any arguments or file any motions pertaining to the Second Priority Obligations, in each case, to the extent not inconsistent with the terms of this Agreement; and (iv) subject to Section 3.2, the Second Priority Representative and the other Second Priority Secured Parties may enforce any of their rights and exercise any of their remedies with respect to the Second Priority Collateral after the termination of the Standstill Period (the actions described in this 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 other Second Priority Secured Parties with respect to the Collateral shall be to receive a share of the proceeds of the Second Priority Collateral, if any, after the First Priority Obligations Payment Date has occurred and in accordance with the Second Priority Documents and applicable l...
Exclusive Enforcement. Until the Discharge of First-Lien Obligations has occurred, whether or not an Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the First-Lien Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Shared Collateral, without any consultation with or consent of any Junior-Lien Secured Party, but subject to the provisos set forth in Section 3.2 and Section 6.1. Upon the occurrence and during the continuance of a default or an event of default under the First-Lien Debt Documents, the First-Lien Collateral Agents and the other First-Lien Secured Parties shall control all decisions related to the exercise and continuance of any Enforcement Action with respect to the First-Lien Obligations and the Shared Collateral and shall do so in such order and manner as they may determine in their sole discretion without any consultation with, or the consent of any of the Junior-Lien Secured Parties.
Exclusive Enforcement. Until the First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Grantor, the First Priority Secured Parties shall have the exclusive right to take and continue any Enforcement Action and make determinations regarding the release, dispositions or restrictions with respect to the Shared Collateral, without any consultation with or consent of any Junior Priority Secured Party, but subject to the proviso set forth in Section 5.1. In exercising rights and remedies with respect to the Shared Collateral, the First Priority Secured Parties may enforce the provisions of the First Priority 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 any of them to sell or otherwise dispose of the Shared Collateral upon foreclosure, to incur expenses in connection with such sale or disposition and to exercise all rights and remedies of a secured creditor under the Uniform Commercial Code and of a secured creditor under the Bankruptcy Law of any applicable jurisdiction.
Exclusive Enforcement. (a) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date, whether or not an Insolvency Proceeding has been commenced by or against any Grantor, the First Priority Secured Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to such Common Collateral, without any consultation with or consent of any Second Priority Secured Party or any Third Priority Secured Party with respect to such Common Collateral; provided that the Second Priority Secured Parties and the Third Priority Secured Parties with respect to any Common Collateral may exercise credit bidding rights with respect to such Common Collateral (A) to the extent expressly permitted under clause (y) of Section 5.6(a) and (B) to the extent expressly permitted under Section 5.6(c). With respect to each Type of Common Collateral, upon the occurrence and during the continuance of an event of default under the First Priority Documents (and subject to the provisions of the First Priority Documents), the First Priority Representative and the other First Priority Secured Parties may take and continue any Enforcement Action with respect to the applicable First Priority Obligations and such Common Collateral in such order and manner as they may determine in their sole discretion.
Exclusive Enforcement. Until the First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the First Priority Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Common Collateral, without any consultation with or consent of any Second Priority Secured Party, but subject to the provisos set forth in Sections 3.2 and 5.1. Upon the occurrence and during the continuance of an “Event of Default” under and as defined in the First Priority Documents, the First Priority Representative and the other First Priority Secured Parties may (except as otherwise agreed amongst themselves in the First Priority Pari Passu Intercreditor Agreement) take and continue any Enforcement Action with respect to the First Priority Obligations and the Common Collateral permitted under the First Priority Documents in such order and manner as they may determine in their sole discretion.
Exclusive Enforcement. (a) Until the ABL Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Grantor, subject to Sections 4.2 and 4.4, the ABL Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the ABL Priority Collateral, without any consultation with or consent of any Indenture Secured Party except as otherwise expressly provided for in this Agreement; provided that nothing contained herein shall be construed as preventing the Indenture Agent or any other Indenture Secured Party from taking any action which is reasonably necessary to (i) perfect the Indenture Liens upon the ABL 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 Indenture Liens upon the ABL Priority Collateral, so long as such action would not, in any case, adversely affect any ABL Lien. Upon the occurrence and during the continuance of a default or an event of default under the ABL Documents, the ABL Agent and the other ABL Secured Parties may take and continue any Enforcement Action with respect to the ABL Obligations and the ABL Priority Collateral in such order and manner as they may determine in their sole discretion.
Exclusive Enforcement. Until the First Out Final Payment Date has occurred, the Administrative Agent and the First Out Lenders shall have the sole and exclusive right to take and continue any Enforcement Action with respect to the Collateral, without any consent of any Last Out Term Lender including, without limitation, the right to amend any of the Loan Documents (subject to the provisions of Section 8.01(d), (e) and (f)), to amend, modify, waive terminate, or release any of the First Out Obligations of the Borrower or to release any Collateral securing the Obligations. No Last Out Term Lender will exercise or seek to exercise any rights or remedies (including set-off) with respect to any 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 such Last Out Term Lender is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution), and will not contest, protest or object to any foreclosure proceeding or action brought by the Administrative Agent or any other First Out Lender Party or any other exercise by the Administrative Agent or any other First Out Lender Party, of any rights and remedies relating to the Collateral under the Loan Documents or otherwise, or object to the forbearance by the Administrative Agent or any other First Out Lender Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral. Until the First Out Final Payment Date, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent and the First Out Lenders may take and continue any Enforcement Action with respect to the First Out Obligations and the Collateral in such order and manner as they may determine in their sole and absolute discretion. The Administrative Agent and the First Out Lender Parties agree to use their reasonable commercial efforts to consult with the Last Out Term Lenders prior to taking any Enforcement Action with respect to the Collateral or exercising any other rights or remedies under the Loan Documents; provided that the Administrative Agent or any First Out Lender Party shall be entitled to take Enforcement Action or exercise other rights or remedies prior to any such...
Exclusive Enforcement. Subject to the Subordinated Holders’ rights to commence a Permitted Action, until the Senior Indebtedness Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Senior First Priority Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the Common Collateral, without any consultation with or consent of any Subordinated Holder, but subject to the proviso set forth in Section 6.1. Upon the occurrence and during the continuance of a Default or an Event of Default (as each such term is defined in the Senior Credit Agreement), the Senior Agent and the other Senior First Priority Secured Parties may take and continue any Enforcement Action with respect to the Senior Indebtedness and the Common Collateral in such order and manner as they may determine in their sole discretion, subject to their obligation to account for excess proceeds as contemplated by Section 5.1.
