Common use of Exclusive Enforcement Clause in Contracts

Exclusive Enforcement. (a) Until the ABL Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Grantor, subject to Sections 4.2 and 4.4, the ABL Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the ABL Priority Collateral, without any consultation with or consent of any Indenture Secured Party except as otherwise expressly provided for in this Agreement; provided that nothing contained herein shall be construed as preventing the Indenture Agent or any other Indenture Secured Party from taking any action which is reasonably necessary to (i) perfect the Indenture Liens upon the ABL Priority Collateral (other than by possession or “control” (within the meaning of the Uniform Commercial Code)) or (ii) prove, preserve or protect (but not enforce) the Indenture Liens upon the ABL Priority Collateral, so long as such action would not, in any case, adversely affect any ABL Lien. Upon the occurrence and during the continuance of a default or an event of default under the ABL Documents, the ABL Agent and the other ABL Secured Parties may take and continue any Enforcement Action with respect to the ABL Obligations and the ABL Priority Collateral in such order and manner as they may determine in their sole discretion.

Exclusive Enforcement. (a) Until Subject to the proviso set forth in Section 3.2(a), until the ABL Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Grantor, subject to Sections 4.2 and 4.4Loan Party, the ABL Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the ABL Priority Collateral, without any consultation with or consent of any Indenture Term Loan Secured Party except as otherwise expressly provided for in this Agreement; provided that nothing contained herein shall be construed as preventing the Indenture Term Loan Agent or any other Indenture Term Loan Secured Party from taking any action which is reasonably necessary to (i) perfect the Indenture Term Loan Liens upon the ABL Priority Collateral (other than by possession or “control” (within the meaning of the Uniform Commercial Code)) or (ii) prove, preserve or protect (but not enforce) the Indenture Term Loan Liens upon the ABL Priority Collateral, so long as such action would not, in any case, adversely affect any ABL Lien. Upon the occurrence and during the continuance of a default or an event of default under the ABL Documents, the ABL Agent and the other ABL Secured Parties may take and continue any Enforcement Action with respect to the ABL Obligations and the ABL Priority Collateral in such order and manner as they may determine in their sole discretion.

Exclusive Enforcement. (ai) Until the ABL Obligations Priority Claims Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Grantor, subject to Sections 4.2 and 4.4Loan Party, the ABL Secured Parties shall have the exclusive right to take and continue any Enforcement Action with respect to the ABL Priority Collateral, without any consultation with or consent of any Indenture Term Secured Party except as otherwise expressly provided for in this AgreementParty; provided that nothing contained herein shall be construed as preventing the Indenture Term Agent or any other Indenture Term Secured Party from taking any action which is reasonably necessary to (i) to perfect the Indenture Term Liens upon the ABL Priority Collateral (other than by possession or “control” (within the meaning of the Uniform Commercial Code) except as otherwise provided in Section 2.03(d) or (e)) or (ii) to prove, preserve or protect (but not enforce) the Indenture Term Liens upon the ABL Priority Collateral, so long as such action would not, in any case, adversely affect any ABL LienLien or any Enforcement Action or be inconsistent with the terms of this Agreement. Upon the occurrence and during the continuance of a default or an event of default under the ABL Documents, the ABL Agent and the other ABL Secured Parties may take and continue any Enforcement Action with respect to the ABL Obligations and the ABL Priority Collateral in such order and manner as they may determine in their sole discretiondiscretion in accordance with the ABL Documents and applicable law.