Common use of Agreement Among Secured Parties to Coordinate Enforcement Clause in Contracts

Agreement Among Secured Parties to Coordinate Enforcement. (a) Each First Lien Secured Party, solely as among themselves in such capacity and solely for their mutual benefit, hereby agrees that the First Lien Security Agent designated as the Directing First Lien Security Agent shall have the sole right and power, as among the First Lien Security Agents and the First Lien Secured Parties, to take and direct any right or remedy with respect to Collateral in accordance with the terms of this Agreement and the relevant First Lien Documents. The First Lien Secured Parties shall be deemed to have irrevocably appointed the Directing First Lien Security Agent as their exclusive agent hereunder. Consistent with such appointment, the First Lien Secured Parties further shall be deemed to have agreed that only the Directing First Lien Security Agent (and not any individual claimholder or group of claimholders) as agent for the First Lien Secured Parties, or any of the Directing First Lien Security Agent’s agents shall have the right on their behalf to exercise any rights, powers, and/or remedies under or in connection with this Agreement (including bringing any action to interpret or otherwise enforce the provisions of this Agreement); provided that First Lien Secured Parties may exercise customary rights of setoff against depository or other accounts maintained with them in accordance with the terms of the relevant First Lien Document or applicable law. Specifically, but without limiting the generality of the foregoing, no First Lien Secured Party, other than the Directing First Lien Security Agent, shall be entitled to take or file, but instead shall be precluded from taking or filing (whether in any Insolvency or Liquidation Proceeding or otherwise), any action, judicial or otherwise, to enforce any right or power or pursue any remedy under this Agreement (including any declaratory judgment or other action to interpret or otherwise enforce the provisions of this Agreement), except solely as provided in the proviso in the immediately preceding sentence.

Agreement Among Secured Parties to Coordinate Enforcement. (a) Each First Lien Secured Party, The Directing Term Loan Collateral Agent (solely as among themselves the Term Loan Secured Parties in such capacity and solely for their mutual benefit, hereby agrees that the First Lien Security Agent designated as the Directing First Lien Security Agent ) shall have the sole right and power, as among the First Lien Security Term Loan Collateral Agents and the First Lien Term Loan Secured Parties, to take and direct any right or remedy with respect to Collateral in accordance with the terms of this Agreement and the relevant First Lien Term Loan Documents. The First Lien Term Loan Secured Parties shall be deemed to have irrevocably appointed the Directing First Lien Security Term Loan Collateral Agent as their exclusive agent hereunder. Consistent with such appointment, the First Lien Term Loan Secured Parties further shall be deemed to have agreed that only the Directing First Lien Security Term Loan Collateral Agent (and not any individual claimholder or group of claimholders) as agent for the First Lien Term Loan Secured Parties, or any of the Directing First Lien Security Term Loan Collateral Agent’s agents shall have the right on their behalf to exercise any rights, powers, and/or remedies under or in connection with this Agreement (including bringing any action to interpret or otherwise enforce the provisions of this Agreement); provided that First Lien Term Loan Secured Parties may exercise customary rights of setoff set-off against depository or other accounts maintained with them in accordance with the terms of the relevant First Lien Term Loan Document or applicable law. Specifically, but without limiting the generality of the foregoing, no First Lien Term Loan Secured Party, other than the Directing First Lien Security Term Loan Collateral Agent, shall be entitled to take or file, but instead shall be precluded from taking or filing (whether in any Insolvency or Liquidation Proceeding or otherwise), any action, judicial or otherwise, to enforce any right or power or pursue any remedy under this Agreement (including any declaratory judgment or other action to interpret or otherwise enforce the provisions of this Agreement), except solely as provided in the proviso in the immediately preceding sentence.