Common use of Discretion in Enforcement of Priority Liens Clause in Contracts

Discretion in Enforcement of Priority Liens. (a) In exercising rights and remedies with respect to the Shared Real Estate Collateral, the Priority Lien Representatives may enforce (or refrain from enforcing) the provisions of the Priority Lien Documents and exercise (or refrain from exercising) remedies thereunder or any such rights and remedies, all in such order and in such manner as they may determine in the exercise of their sole and exclusive discretion in accordance with applicable law, including: (1) the exercise or forbearance from exercise of all rights and remedies in respect of the Shared Real Estate Collateral and/or the Priority Lien Obligations; (2) the enforcement or forbearance from enforcement of any Priority Lien in respect of the Shared Real Estate Collateral; (3) the acceptance of the Shared Real Estate Collateral in full or partial satisfaction of the Priority Lien Obligations; and (4) the exercise or forbearance from exercise of all rights and remedies of a secured lender under the UCC or any similar law of any applicable jurisdiction or in equity. Without limiting the foregoing, the Noteholders and the Notes Representatives agree that neither the Priority Lien Collateral Agent nor any holder of Priority Lien Obligations will have any duty or obligations first to marshal or realize upon any Other Priority Lien Collateral, or to sell, dispose of or otherwise liquidate all or any portion of such Other Priority Lien Collateral, in any manner that would maximize the return to the Noteholders, notwithstanding that the order and timing of any such realization, sale disposition or liquidation may affect the amount of proceeds actually received by the Noteholders from such realization, sale, disposition or liquidation.

Discretion in Enforcement of Priority Liens. (a) In exercising rights and remedies with respect to the Shared Real Estate Collateral, the Priority Lien Representatives may enforce (or refrain from enforcing) the provisions of the Priority Lien Documents and exercise (or refrain from exercising) remedies thereunder or any such rights and remedies, all in such order and in such manner as they may determine in the exercise of their sole and exclusive discretion in accordance with applicable lawdiscretion, including: (1) the exercise or forbearance from exercise of all rights and remedies in respect of the Shared Real Estate Collateral and/or or the Priority Lien Obligations; (2) the enforcement or forbearance from enforcement of any Priority Lien in respect of the Shared Real Estate Collateral; (3) the exercise or forbearance from exercise of rights and powers of a holder of Capital Stock included in the Priority Lien Collateral to the extent provided in the Priority Lien Security Documents; (4) the acceptance of the Shared Real Estate Collateral in full or partial satisfaction of the Priority Lien Obligations; and (45) the exercise or forbearance from exercise of all rights and remedies of a secured lender under the UCC or any similar law of any applicable jurisdiction or in equity. . (b) Without in any way limiting the foregoinggenerality of Section 2.13(a), the Noteholders holders of Priority Lien Obligations and the Notes Priority Lien Representatives agree that neither and the Priority Lien Collateral Agent nor may, at any holder time and from time to time, without the consent of or notice to holders of Parity Junior Lien Obligations or the Parity Junior Lien Representatives, without incurring responsibility to holders of Parity Junior Lien Obligations and the Parity Junior Lien Representatives and without impairing or releasing the subordination provided in this Agreement or the obligations hereunder of holders of Parity Junior Lien Obligations and the Parity Junior Lien Representatives, do any one or more of the following: (1) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, the Priority Lien Obligations, or otherwise amend or supplement in any manner the Priority Lien Obligations, or any instrument evidencing the Priority Lien Obligations will have or any duty or obligations first to marshal or realize upon any Other agreement under which the Priority Lien Obligations are outstanding; (2) release any Person or entity liable in any manner for the collection of the Priority Lien Obligations; (3) release the Priority Lien on any Collateral; and (4) exercise or refrain from exercising any rights against any Grantor. (c) The Lien priorities provided for herein and the respective rights, interests, agreements and obligations hereunder of the Priority Lien Collateral Agent and the other Priority Lien Secured Parties and the Parity Junior Lien Collateral Agent and the other Parity Junior Lien Secured Parties shall remain in full force and effect irrespective of: (1) any lack of validity or enforceability of any Credit Document; (2) any change in the time, place or manner of payment of, or in any other term of (including, subject to sellthe limitations set forth in Section 2.15(a), dispose of or otherwise liquidate the Refinancing of), all or any portion of such Other the Priority Lien CollateralObligations, it being specifically acknowledged that a portion of the Priority Lien Obligations consists or may consist of Indebtedness that is revolving in nature, and the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed; (3) any change in the time, place or manner of payment of, or, subject to the limitations set forth in Section 2.15(a), in any manner that would maximize other term of, all or any portion of the return to the NoteholdersPriority Lien Obligations; (4) any amendment, notwithstanding that the order and timing waiver or other modification, whether by course of conduct or otherwise, of any such realizationCredit Document; (5) the securing of any Priority Lien Obligations or Parity Junior Lien Obligations with any additional collateral or guarantees, sale disposition or liquidation may affect any exchange, release, voiding, avoidance or non-perfection of any security interest in any Collateral or any other collateral or any release of any guarantee securing any Priority Lien Obligations or Parity Junior Lien Obligations; or (6) any other circumstances that otherwise might constitute a defense available to, or a discharge of, the amount Grantors in respect of proceeds actually received by the Noteholders from such realizationPriority Lien Obligations or this Agreement, sale, disposition or liquidationany of the Parity Junior Lien Secured Parties in respect of this Agreement.