Common use of Exclusive Enforcement Rights Clause in Contracts

Exclusive Enforcement Rights. Until the Payment in Full of ABL Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Sections 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the ABL Claimholders shall have the exclusive right to take Enforcement Actions with respect to the ABL Collateral without any consultation with or the consent of any Term Loan Claimholder; provided however, that the Liens of Term Loan Agent shall attach to any proceeds (other than proceeds applied to the ABL Priority Debt) of any ABL Collateral released or disposed of, subject to the relative priorities described in Section 2 and the application of proceeds otherwise provided in Section 4.1. In connection with any Enforcement Action with respect to ABL Collateral, the ABL Claimholders may enforce the provisions of the ABL 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 them to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. After the Payment in Full of ABL Priority Debt or the expiration of the applicable Standstill Period, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Section 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the Term Loan Agent shall have the right to take Enforcement Actions with respect to the ABL Collateral without any consultation with or the consent of any ABL Claimholder but otherwise subject to the other terms and provisions of this Agreement including the relative priorities in the ABL Collateral described in Section 2 and the application of proceeds provided in Section 4.1. In connection with any Enforcement Action with respect to the ABL Collateral by Term Loan Agent, the Term Loan Agent may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, subject to the other terms and provisions of this Agreement. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law.

Exclusive Enforcement Rights. (a) Until the Payment in Full Discharge of ABL Priority Debt Revolving Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Sections 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the ABL Claimholders Revolving Collateral Agent shall have the exclusive right to take Enforcement Actions exercise any remedies, (including Exercise any Secured Creditor Remedies) with respect to the ABL Revolving Priority Collateral without any consultation with or the consent of the Notes Collateral Agent or any Term Loan Claimholder; provided howeverNotes Claimholder and (b) until the Discharge of Notes Obligations has occurred, that whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Liens of Term Loan Notes Collateral Agent shall attach have the exclusive right to exercise any proceeds remedies, (other than proceeds applied including Exercise any Secured Creditor Remedies) with respect to the ABL Notes Priority Debt) Collateral without any consultation with or the consent of the Revolving Collateral Agent or any ABL Collateral released or disposed of, subject to the relative priorities described in Section 2 and the application of proceeds otherwise provided in Section 4.1Revolving Claimholder. In connection with any Enforcement Action with respect to ABL CollateralExercise of Secured Creditor Remedies, each of the Notes Collateral Agent, the ABL Notes Claimholders, the Revolving Collateral Agent and the Revolving Claimholders may enforce the provisions of the ABL Notes Collateral Documents or Revolving Collateral Documents, as applicable, and exercise rights, powers and 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 them to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. After the Payment in Full of ABL Priority Debt or the expiration of the applicable Standstill Period, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Section 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the Term Loan Agent shall have the right to take Enforcement Actions with respect to the ABL Collateral without any consultation with or the consent of any ABL Claimholder but otherwise subject to the other terms and provisions of this Agreement including the relative priorities in the ABL Collateral described in Section 2 and the application of proceeds provided in Section 4.1. In connection with any Enforcement Action with respect to the ABL Collateral by Term Loan Agent, the Term Loan Agent may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, subject to the other terms and provisions of this Agreement. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of ABL its Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law.

Exclusive Enforcement Rights. Until the Payment in Full of ABL Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Sections 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the ABL Claimholders shall have the exclusive right to take Enforcement Actions with respect to the ABL Collateral without any consultation with or the consent of any Term Loan Claimholder; provided provided, however, that the Liens of Term Loan Agent shall attach to any proceeds (other than proceeds applied to the ABL Priority Debt) of any ABL Collateral released or disposed of, subject to the relative priorities described in Section 2 and the application of proceeds otherwise provided in Section 4.1. In connection with any Enforcement Action with respect to ABL Collateral, the ABL Claimholders may enforce the provisions of the ABL 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 them to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. After the Payment in Full of ABL Priority Debt or the expiration of the applicable Standstill Period, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Section 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the Term Loan Agent shall have the right to take Enforcement Actions with respect to the ABL Collateral without any consultation with or the consent of any ABL Claimholder but otherwise subject to the other terms and provisions of this Agreement including the relative priorities in the ABL Collateral described in Section 2 and the application of proceeds provided in Section 4.1. In connection with any Enforcement Action with respect to the ABL Collateral by Term Loan Agent, the Term Loan Agent may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, subject to the other terms and provisions of this Agreement. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law.

Exclusive Enforcement Rights. (a) Until the Payment in Full Discharge of ABL Priority Debt Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Sections 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the ABL Claimholders Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to any ABL Priority Collateral (and in connection therewith, make determinations regarding the ABL Collateral release or Disposition thereof or any restrictions with respect thereto), in each case without any consultation with or the consent of Notes Agent or any Term Loan other Notes Claimholder; provided however, that and (b) until the Liens Discharge of Term Loan Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, Notes Agent shall attach have the exclusive right to Exercise any Secured Creditor Remedies with respect to any proceeds Notes Priority Collateral (and in connection therewith, subject to Section 3.8, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto), in each case without any consultation with or the consent of ABL Agent or any other than proceeds applied ABL Claimholder. In connection with (x) any Exercise of Secured Creditor Remedies with respect to the ABL Priority Debt) of any ABL Collateral released or disposed of, subject to the relative priorities described in Section 2 and the application of proceeds otherwise provided in Section 4.1. In connection with any Enforcement Action with respect to ABL Collateral, the ABL Claimholders Agent may enforce the provisions of the ABL Loan Documents and exercise remedies thereunder, all in such order and in such manner as they it may determine in the exercise of their its sole discretion, or (y) any Exercise of Secured Creditor Remedies with respect to the Notes Priority Collateral, Notes Agent may enforce the provisions of the Notes Documents and exercise remedies thereunder, all in such order and in such manner as it may determine in the exercise of its sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them ABL Agent or Notes Agent, as applicable, to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. After the Payment in Full of ABL Priority Debt or the expiration of the applicable Standstill Period, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Section 3.1(a), Section 3.1(b), Section 3.3 and Section 6UCC, the Term Loan Agent shall have the right to take Enforcement Actions with respect to the ABL Collateral without any consultation with Bankruptcy Laws or the consent of any ABL Claimholder but otherwise subject to the other terms and provisions of this Agreement including the relative priorities in the ABL Collateral described in Section 2 and the application of proceeds provided in Section 4.1. In connection with any Enforcement Action with respect to the ABL Collateral by Term Loan Agent, the Term Loan Agent may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, subject to the other terms and provisions of this Agreement. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law.

Exclusive Enforcement Rights. Until (a) Except as provided in the proviso to Section 3.1, until the Payment in Full of ABL Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Sections 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the ABL Claimholders shall have the exclusive right to take Enforcement Actions (including set-off and applicable credit bid rights) with respect to the ABL Priority Collateral without any consultation with or the consent of any of the Term Loan Claimholder; Claimholders. Except as provided howeverin the proviso to Section 3.2, that until the Liens Payment in Full of Term Loan Agent Priority Debt has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Claimholders shall attach have the exclusive right to any proceeds take Enforcement Actions (other than proceeds applied including set-off and applicable credit bid rights) with respect to the ABL Term Priority Debt) of any ABL Collateral released or disposed of(and in connection therewith, subject to Section 3.9, make determinations regarding the relative priorities described in Section 2 and release or Disposition thereof or any restrictions with respect thereto) without any consultation with or the application consent of proceeds otherwise provided in Section 4.1any of the ABL Claimholders. (b) In connection with (i) any Enforcement Action with respect to the ABL Priority Collateral, the ABL Claimholders may enforce the provisions of the ABL Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, or (ii) any Enforcement Action with respect to the Term Priority Collateral, the Term Claimholders may enforce the provisions of the Term 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 them to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. After the Payment in Full of ABL Priority Debt or the expiration of the applicable Standstill Period, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Section 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the Term Loan Agent shall have the right to take Enforcement Actions with respect to the ABL Collateral without any consultation with or the consent of any ABL Claimholder but otherwise subject to the other terms and provisions of this Agreement including the relative priorities in the ABL Collateral described in Section 2 and the application of proceeds provided in Section 4.1. In connection with any Enforcement Action with respect to the ABL Collateral by Term Loan Agent, the Term Loan Agent may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, subject to the other terms and provisions of this Agreement. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law.

Exclusive Enforcement Rights. (a) Until the Payment Discharge of Revolving Obligations has occurred and except as provided in Full of ABL Priority Debt has occurredSection 3.1(a) and Section 3.4, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Sections 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the ABL Claimholders Revolving Collateral Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to the ABL Revolving Priority Collateral without any consultation with or the consent of the Notes Collateral Agent or any Term Loan Notes Claimholder; provided provided, however, that the Liens of Term Loan Agent Lien securing the Notes Obligations shall attach to any proceeds remain on the Proceeds (other than proceeds those properly applied to the ABL Priority DebtRevolving Obligations in accordance with Section 4.1(a)) of any ABL such Revolving Priority Collateral released or disposed of, Disposed of subject to the relative priorities described in Section 2 2.1 and (b) until the application Discharge of proceeds otherwise Notes Obligations has occurred and except as provided in Section 4.13.2(a) and Section 3.4, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Notes Collateral Agent shall have the exclusive right to Exercise any Secured Creditor Remedies with respect to the Notes Priority Collateral without any consultation with or the consent of the Revolving Collateral Agent or any Revolving Claimholder; provided, however, that the Lien securing the Revolving Obligations shall remain on the Proceeds (other than those properly applied to the Notes Obligations in accordance with Section 4.1(b)) of such Notes Priority Collateral released or Disposed of subject to the relative priorities described in Section 2.1. In connection with any Enforcement Action with respect to ABL CollateralExercise of Secured Creditor Remedies, each of the Notes Collateral Agent, the ABL Notes Claimholders, the Revolving Collateral Agent and the Revolving Claimholders may enforce the provisions of the ABL Notes Collateral Documents or Revolving Collateral Documents, as applicable, and exercise rights, powers and 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 them to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. After the Payment in Full of ABL Priority Debt or the expiration of the applicable Standstill Period, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Section 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the Term Loan Agent shall have the right to take Enforcement Actions with respect to the ABL its Collateral without any consultation with or the consent of any ABL Claimholder but otherwise subject to the other terms and provisions of this Agreement including the relative priorities in the ABL Collateral described in Section 2 and the application of proceeds provided in Section 4.1. In connection with any Enforcement Action with respect to the ABL Collateral by Term Loan Agent, the Term Loan Agent may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, subject to the other terms and provisions of this Agreement. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of ABL Collateralupon foreclosure, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law.

Exclusive Enforcement Rights. (a) Until the Payment in Full Discharge of ABL Priority Debt Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Sections 3.1(a), Section 3.1(b), Section 3.3 and Section 6, the ABL Claimholders Agent shall have the exclusive right to take Enforcement Actions Exercise any Secured Creditor Remedies with respect to any ABL Priority Collateral (and in connection therewith, make determinations regarding the ABL Collateral release or Disposition thereof or any restrictions with respect thereto), in each case without any consultation with or the consent of Notes Agent or any Term Loan other Notes Claimholder; provided however, that and (b) until the Liens Discharge of Term Loan Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, Notes Agent shall attach have the exclusive right to Exercise any Secured Creditor Remedies with respect to any proceeds Notes Priority Collateral (and in connection therewith, subject to Section 3.8, make determinations regarding the release or Disposition thereof or any restrictions with respect thereto), in each case without any consultation with or the consent of ABL Agent or any other than proceeds applied ABL Claimholder. In connection with (x) any Exercise of Secured Creditor Remedies with respect to the ABL Priority Debt) of any ABL Collateral released or disposed of, subject to the relative priorities described in Section 2 and the application of proceeds otherwise provided in Section 4.1. In connection with any Enforcement Action with respect to ABL Collateral, the ABL Claimholders Agent may enforce the provisions of the ABL Loan Documents and exercise remedies thereunder, all in such order and in such manner as they it may determine in the exercise of their its sole discretion, or (y) any Exercise of Secured Creditor Remedies with respect to the Notes Priority Collateral, Notes Agent may enforce the provisions of the Notes Documents and the Other Pari Passu Lien Obligations Agreement and exercise remedies thereunder, all in such order and in such manner as it may determine in the exercise of its sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them ABL Agent or Notes Agent, as applicable, to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law. After the Payment in Full of ABL Priority Debt or the expiration of the applicable Standstill Period, whether or not any Insolvency Proceeding has been commenced by or against any ABL Grantor, but subject to the first proviso to Section 3.1(a), Section 3.1(b), Section 3.3 and Section 6UCC, the Term Loan Agent shall have the right to take Enforcement Actions with respect to the ABL Collateral without any consultation with Bankruptcy Laws or the consent of any ABL Claimholder but otherwise subject to the other terms and provisions of this Agreement including the relative priorities in the ABL Collateral described in Section 2 and the application of proceeds provided in Section 4.1. In connection with any Enforcement Action with respect to the ABL Collateral by Term Loan Agent, the Term Loan Agent may enforce the provisions of the Term Loan Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion, subject to the other terms and provisions of this Agreement. Such exercise and enforcement shall include the rights of an agent appointed by them to Dispose of ABL Collateral, to incur expenses in connection with such Disposition, and to exercise all the rights and remedies of a secured creditor under applicable law.