Common use of Exclusive Enforcement Clause in Contracts

Exclusive Enforcement. Until the First Out Final Payment Date has occurred, the Administrative Agent and the First Out Lenders shall have the sole and exclusive right to take and continue any Enforcement Action with respect to the Collateral, without any consent of any Last Out Term Lender including, without limitation, the right to amend any of the Loan Documents (subject to the provisions of Section 8.01(d), (e) and (f)), to amend, modify, waive terminate, or release any of the First Out Obligations of the Borrower or to release any Collateral securing the Obligations. No Last Out Term Lender will exercise or seek to exercise any rights or remedies (including set-off) with respect to any Collateral (including, without limitation, the exercise of any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which such Last Out Term Lender is a party) or institute or commence, or join with any Person in commencing, any action or proceeding with respect to such rights or remedies (including any action of foreclosure, enforcement, collection or execution), and will not contest, protest or object to any foreclosure proceeding or action brought by the Administrative Agent or any other First Out Lender Party or any other exercise by the Administrative Agent or any other First Out Lender Party, of any rights and remedies relating to the Collateral under the Loan Documents or otherwise, or object to the forbearance by the Administrative Agent or any other First Out Lender Party from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Collateral. Until the First Out Final Payment Date, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent and the First Out Lenders may take and continue any Enforcement Action with respect to the First Out Obligations and the Collateral in such order and manner as they may determine in their sole and absolute discretion. The Administrative Agent and the First Out Lender Parties agree to use their reasonable commercial efforts to consult with the Last Out Term Lenders prior to taking any Enforcement Action with respect to the Collateral or exercising any other rights or remedies under the Loan Documents; provided that the Administrative Agent or any First Out Lender Party shall be entitled to take Enforcement Action or exercise other rights or remedies prior to any such consultation if, in their reasonable opinion, it is necessary to act urgently to protect or preserve any Obligation or any Collateral, and such Enforcement Action or exercise of other rights or remedies shall not be invalidated or subject to challenge by any Last Out Term Lender as a result of any failure to consult prior to taking Enforcement Action or exercising such other rights or remedies.