Common use of Exclusive Enforcement Clause in Contracts

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 or Junior Priority Secured Party, but subject to the proviso set forth in Sections 3.2 and 5.1. After the First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Second 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 Junior Priority Secured Party, but subject to the proviso set forth in Section 5.1. Upon the occurrence and during the continuance of 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 in accordance with the First Priority Documents and applicable laws. Upon the occurrence and during the continuance of an event of default under the Second Priority Documents after the First Priority Obligations Payment Date has occurred, the Second Priority Representative and the other Second Priority Secured Parties may take and continue any Enforcement Action with respect to the Second Priority Obligations and the Common Collateral in such order and manner as they may determine in their sole discretion in accordance with the Second Priority Documents and applicable laws.

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 or Junior Priority Secured Party, but subject to the proviso set forth in Sections 3.2 and 5.1. After the First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Second 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 Junior Priority 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 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 subject only to any express limitation on taking such Enforcement Action contained in accordance with the First Priority Documents and Documents. Except as specifically provided in this Section 3.1 or 3.7 below, notwithstanding any rights or remedies available to a Second Priority Secured Party under any of the Second Priority Security Documents, applicable laws. Upon law or otherwise, no Second Priority Secured Party shall, directly or indirectly, take any Enforcement Action; provided that, upon the occurrence and during the continuance of an event of default under the Second Priority Documents after Enforcement Date the First Priority Obligations Payment Date has occurred, the Second Priority Representative and the other Second Priority Secured Parties may take and continue any Enforcement Action with respect subject to the Second Priority Obligations and the Common Collateral in such order and manner as they may determine in their sole discretion in accordance with the Second Priority Documents and applicable laws.other terms of this Agreement;

Exclusive Enforcement. Until (a) With respect to each Type of Common Collateral, until the First Priority Obligations Payment Date has occurredDate, 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 (or refrain from taking or continuing) any Enforcement Action with respect to the such Common Collateral, without any consultation with or consent of any Second Priority Secured Party or Junior any Third Priority Secured PartyParty with respect to such Common Collateral, but subject to the proviso set forth in Sections 3.2 and Section 5.1. After With respect to each Type of Common Collateral, upon the occurrence and during the continuance of a default or an event of default under the First Priority Documents (and subject to the provisions thereof), 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. (b) With respect to each Type of Common Collateral, after the First Priority Obligations Payment Date has occurredbut before the Second Priority Obligations Payment Date, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Second Priority Secured Parties shall have the exclusive right to take and continue (or refrain from taking or continuing) any Enforcement Action with respect to the such Common Collateral, without any consultation with or consent of any Junior Third Priority Secured PartyParty with respect to such Common Collateral, but subject to the proviso set forth in Section 5.1. Upon the occurrence and during the continuance of 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 in accordance with the First Priority Documents and applicable laws. Upon the occurrence and during the continuance of an event of default under the Second Priority Documents after the First Priority Obligations Payment Date has occurred, the Second Priority Representative and the other Second Priority Secured Parties may take and continue any Enforcement Action with respect to the Second Priority Obligations and the Common Collateral in such order and manner as they may determine in their sole discretion in accordance with the Second Priority Documents and applicable laws.

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 or Junior Priority Secured Party, but subject to the proviso set forth in Sections 3.2 and 5.1. After the First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, the Second 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 Junior Priority 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 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 subject only to any express limitation on taking such Enforcement Action contained in accordance with the First Priority Documents. Except as specifically provided in this Section 3.01 or 3.07 below, notwithstanding any rights or remedies available to a Second Priority Secured Party under any of the Second Priority Security Documents, applicable law or otherwise, no Second Priority Secured Party shall, directly or indirectly, take any Enforcement Action; provided that, upon the occurrence and continuance of the Second Priority Enforcement Date the Second Priority Secured Parties may take any Enforcement Action subject to the other terms of this Agreement; (b) The First Priority Representative shall respond to all reasonable written requests from the Second Priority Representative to provide written statements as to the status of any Enforcement Action taken by the First Priority Representative. The Second Priority Representative shall respond to all reasonable written requests from the First Priority Representative to provide written statements as to the status of any Enforcement Action taken by the Second Priority Representative. Notwithstanding the occurrence and continuance of the Second Priority Enforcement Date, in no event shall any Second Priority Secured Parties commence or continue any Enforcement Action if an Insolvency Proceeding has been commenced by or against any Loan Party and is continuing; provided that the foregoing shall not prohibit the filing of an involuntary proceeding under the Bankruptcy Code by a Second Priority Secured Party to the extent otherwise permitted pursuant to Sections 3.01 and 3.07; (c) The Second Priority Representative hereby acknowledges and agrees that the rights and remedies of the First Priority Representative and First Priority Secured Parties under the First Priority Documents are independent rights and applicable laws. Upon the occurrence remedies and during the continuance of an event of default under that no covenant, agreement or restriction contained in the Second Priority Security Documents after or any other Second Priority Document (other than this Agreement) shall be deemed to restrict the manner in which the First Priority Obligations Payment Date has occurredRepresentative and any of the First Priority Secured Parties exercise (or elect not to exercise) such rights and remedies, it being understood that notwithstanding the foregoing, the Second Priority Representative and the other Second Priority Secured Parties may take shall, except as expressly provided in this Agreement, have the right to enforce their rights and continue any Enforcement Action with respect to remedies under the Second Priority Obligations Documents, and the Common Collateral in such order First Priority Representative hereby acknowledges and manner as they may determine in their sole discretion in accordance with agrees that the rights and remedies of the Second Priority Representative and the Second Priority Secured Parties under the Second Priority Documents are independent rights and applicable lawsremedies and that no covenant, agreement or restriction contained in the First Priority Security Documents or the other First Priority Documents (other than this Agreement) shall be deemed to restrict the manner in which the Second Priority Representative and any of the Second Priority Secured Parties exercise (or elect not to exercise) such rights and remedies, it is understood that notwithstanding the foregoing, the First Priority Representative and the First Priority Secured Parties shall have the right to enforce their rights and remedies under the First Priority Documents. (d) Nothing in this Agreement shall be construed to in any way limit or impair the right of any First Priority Secured Party or any Second Priority Secured Party to join (but not control) any Enforcement Action initiated by any other person against the Common Collateral, so long as it does not delay or interfere in any material respect with the exercise by such other person of its rights as provided in this Agreement. The foregoing shall not be construed as limiting or otherwise impairing the right of the First Priority Representative to control any Enforcement Action.