Common use of Exclusive Enforcement Clause in Contracts

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 provisos set forth in Sections 3.2 and 5.1; provided that, the Liens securing the Junior Obligations shall, subject to the subordination provisions set forth herein, remain on the Proceeds of such Senior Collateral released or disposed of pursuant to any Enforcement Action. 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 reasonable discretion in accordance with the terms and conditions of the Senior Documents. To the extent reasonably practicable in the Senior Representative’s commercially reasonable determination, the Senior Representative agrees to provide at least five (5) days’ prior written notice to the Junior Representative of its intention to foreclose upon or dispose of any Collateral or take any Enforcement Action. In the event that during such five (5) day period, any Junior Secured Party shall send to the Senior Representative notice of such Junior Secured Party’s intention to exercise the purchase option under Section 7 hereof, neither the Senior Representative nor any other Senior Secured Party shall exercise or enforce any of its rights or remedies with respect to the Collateral; provided that such purchase of the Senior Obligations shall have closed within twenty (20) days thereafter at the price set forth in Section 7.

Exclusive Enforcement. Until (a) At any time prior to the Senior Discharge of First Priority Obligations, whether or not an Insolvency Proceeding has been commenced by or against the Borrower or any Grantor, the First Priority Representative on behalf of the First Priority Secured Parties shall have the exclusive right to exercise any right or remedy with respect to the Common Collateral and will also have the exclusive right to determine the time and method and place for exercising such right or remedy or conducting any proceeding with respect thereto. So long as the Discharge of First Priority Obligations Payment Date has not occurred, whether or not an Insolvency Proceeding has been commenced by or against the Borrower or any Loan PartyGrantor, the Senior no Second Priority Secured Parties shall have the exclusive right Party will be permitted to take and continue any Enforcement Action (including the right to credit bid their debt) commence or maintain an enforcement action with respect to the Senior any Common Collateral, without any consultation with or consent of any Junior Secured Party, but subject to the provisos set forth in Sections 3.2 and 5.1; provided that, that the Liens securing Second Priority Representative may commence an enforcement action after the Junior passage of 150 days after the earlier of (x) the date on which the Second Priority Obligations shall, subject to the subordination provisions set forth herein, remain on the Proceeds of such Senior Collateral released or disposed of pursuant to any Enforcement Action. Upon shall have become due and payable by acceleration upon the occurrence and during the continuance of a default an Event of Default under and in accordance with the applicable Second Priority Documents and (y) the date on which the First Priority Representative received notice from the Second Lien Agent, the Second Lien Collateral Agent or such other agent or collateral agent or trustee of Second Priority Obligations of any such Person’s intention to exercise any rights or remedies with respect to any Second Priority Collateral after the occurrence and during the continuance of an event Event of default Default under the Senior DocumentsSecond Priority Documents (the “Standstill Period”); provided, however, that if the Senior First Priority Representative or any First Priority Collateral Agent on behalf of any First Priority Obligations shall have commenced and the other Senior Secured Parties may take and continue any be diligently pursuing in good faith an Enforcement Action with respect to the Senior Obligations and the Senior Collateral in such order and manner as they may determine in their reasonable discretion in accordance with the terms and conditions of the Senior Documents. To the extent reasonably practicable in the Senior Representative’s commercially reasonable determinationCommon Collateral, the Senior Representative agrees to provide at least five (5) days’ prior written notice to Second Priority Representative, the Junior Representative of its intention to foreclose upon Second Lien Agent, the Second Lien Collateral Agent or dispose any agent or collateral agent or trustee of any Collateral Second Priority Obligations shall not commence or take any continue an Enforcement Action. In the event that during such five (5) day period, The First Priority Secured Parties are under no obligation to consult with any Junior Second Priority Secured Party shall send at any time prior to the Senior Representative notice of such Junior Secured Party’s intention to exercise the purchase option under Section 7 hereof, neither the Senior Representative nor any other Senior Secured Party shall exercise or enforce any of its when exercising their rights or and remedies with respect to the Common Collateral; provided that such purchase of the Senior Obligations shall have closed within twenty (20) days thereafter at the price set forth in Section 7.

Exclusive Enforcement. (a) 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 provisos proviso set forth in Sections 3.2 and Section 5.1; provided that, the Liens securing the Junior Obligations shall, subject to the subordination provisions set forth herein, remain on the Proceeds of such Senior Collateral released or disposed of pursuant to any Enforcement Action. 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 reasonable sole discretion in accordance with the terms and conditions of the Senior Documents. To (b) If, after the extent reasonably practicable in expiration of a Standstill Period, a Junior Lien Default under the Senior Representative’s commercially reasonable determinationJunior Documents has occurred and is continuing, the Senior Representative agrees to provide at least five (5) days’ prior written notice to the Junior Representative of its intention to foreclose upon or dispose of any Collateral or take any may initiate an Enforcement Action. In the event that during such five (5) day period, any Junior Secured Party shall send to the Senior Representative notice of such Junior Secured Party’s intention to exercise the purchase option under Section 7 hereof, neither the Senior Representative nor any other Senior Secured Party shall exercise or enforce any of its rights or remedies Action with respect to the Collateral; provided Junior Collateral (it being understood that such purchase if at any time after the delivery of a Standstill Notice that commences a Standstill Period, all Junior Lien Defaults have been waived or cured in accordance therewith, the Junior Secured Parties or Junior Representative, as applicable, may not exercise any remedies available to the Junior Lien Secured Parties until the passage of a new Standstill Period commenced by a new Standstill Notice relative to the occurrence of a new Junior Lien Default that had not occurred as of the Senior Obligations date of the delivery of the earlier Standstill Notice). Notwithstanding anything in the preceding sentence to the contrary, (x) in no event shall have closed within twenty (20) days thereafter at the price set forth in Section 7.Junior Representative or Junior Secured Parties,