Right to Enforce Agreement. (a) The Collateral Trustee shall have the exclusive right to manage, perform and enforce the terms of the Collateral Agreements with respect to the Collateral, to exercise and enforce all privileges and rights thereunder in respect of the Collateral according to its discretion exercised in good faith (notwithstanding any Default under the Senior Facilities Documents), including, without limitation, the exclusive right to administer, take or retake control or possession of any Collateral, to hold, prepare for sale, process, sell, lease, dispose of, or liquidate any Collateral, to foreclose or forbear from foreclosure in respect of any Collateral, seeking or not seeking relief from any stay against foreclosure or other remedies in any insolvency proceeding in respect of any Collateral and the acceptance of any Collateral in full or partial satisfaction of any indebtedness. Subject to Section 11.12, only the Collateral Trustee, acting as directed by an Act of Instructing Debtholders (as defined in the Intercreditor Agreement) and in accordance with the Senior Facilities Documents, shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of Collateral, in each case in connection with enforcement of foreclosure remedies under the Loan Documents. Any costs and expenses or other amounts paid or to be paid by the Collateral Trustee may be paid by the Lenders and shall constitute part of the Secured Obligations secured by the Collateral.
Right to Enforce Agreement. (a) Collateral Agent shall have the exclusive right to manage, perform and enforce the terms of the Security Agreements with respect to the Collateral, to exercise and enforce all privileges and rights thereunder in respect of the Collateral according to its discretion exercised in good faith and the exercise of its exclusive business judgment (notwithstanding any default or event of default under any of the Lender Agreements, Noteholder Agreements or the Security Agreements), including, without limitation, the exclusive right to administer, take or retake control or possession of any Collateral, to hold, prepare for sale, process, sell, lease, dispose of, or liquidate any Collateral, to foreclose or forbear from foreclosure in respect of any Collateral, seeking or not seeking relief from any stay against foreclosure or other remedies in any Insolvency Proceeding in respect of any Collateral and the acceptance of any Collateral in full or partial satisfaction of any indebtedness. Notwithstanding anything to the contrary contained in any of the Agreements, only Collateral Agent shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. No consent or approval by any Note Creditor to any sale, transfer or other disposition of any Collateral by Collateral Agent or by any Debtor with the approval of Collateral Agent shall be required, and Collateral Agent may, without the consent of Note Creditors, release its Lien on any Collateral so sold, transferred or disposed of, and notwithstanding anything to the contrary contained in any of the Agreements, Note Creditors shall be deemed to have consented thereto (and Note Trustee shall be deemed required to release its Lien for purposes of Section 10.05(c) of the Note Indenture, which provision may not be amended or supplemented without the prior consent of Collateral Agent), except that, in connection with any sale of ------ ---- Collateral by any Debtor with the approval of Collateral Agent, and the release of the Lien of Collateral Agent, to the extent that the amount of the proceeds that must be received from such sale by Debtors as a condition of the consent of Lender to such sale are not set out in the Lender Agreements (as in effect on the date hereof), and to the extent that Section 314 of the Trust Indenture Act of 1939 may be applicable to such sale or release, the consent of Note Creditors is subject only to (i) the receipt by Note Trustee of ...
Right to Enforce Agreement. Neither the Covenant Not to Sue, nor the Release, nor any other provision of this Agreement shall limit either Party in its ability to file suit against the other Party to enforce the Surviving Rights and Obligations. Ingevity agrees and admits that the amounts owed to Georgia-Pacific under this Agreement qualify as non-dischargeable under 11 U.S.C. §§ 523(a)(19)(B)(ii).
Right to Enforce Agreement. Notwithstanding anything to the contrary set forth herein, this Credit Agreement is independent of the Existing Revolving Credit Agreement, the Administrative Agent and the Banks shall have the right to enforce each and every term of this Agreement, notwithstanding any similar or dissimilar actions or non-actions by any of the lenders under or with respect to the Existing Revolving Credit Agreement.
Right to Enforce Agreement. Until the payment in full of the Senior Debt, Senior Creditors shall have the exclusive right to manage, perform and enforce the terms of the Senior Creditor Agreements with respect to the Collateral, to exercise and enforce all privileges and rights thereunder according to their discretion and the exercise of their business judgment, including, without limitation, the exclusive right to take or retake control or possession of such Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate such Collateral in accordance with the rights of Senior Creditors. Noteholder Creditors shall not have any right to direct Senior Creditor Agent to exercise any right, remedy or power with respect to the Collateral and each Noteholder Creditor consents to the exercise by Senior Creditor Agent of any such right, remedy or power. Noteholder Creditors shall not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against any Senior Creditor seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and Senior Creditors shall not be liable for, any action take or omitted to be taken by Senior Creditors with respect to the Collateral. On and after the payment in full of the Senior Debt and until the payment in full of the Noteholder Debt, the Noteholder Agent shall have the exclusive right to manage, perform and enforce the terms of the Noteholder Documents in respect of the Collateral, to exercise and enforce all privileges and rights thereunder according to its discretion and the exercise of its business judgment, including, without limitation, the exclusive right to take or retake control or possession of the Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate the Collateral.
Right to Enforce Agreement. Senior Creditor shall have the exclusive right to manage, perform and enforce the terms of the Senior Creditor Agreements with respect to the Collateral, to exercise and enforce all privileges and rights thereunder according to its discretion and the exercise of its business judgment, including, without limitation, the exclusive right to take or retake control or possession of such Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate such Collateral. Junior Creditor shall not have any right to direct Senior Creditor to exercise any right, remedy or power with respect to the Collateral and Junior Creditor consents to the exercise by Senior Creditor of any such right, remedy or power. Junior Creditor shall not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against Senior Creditor seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and Senior Creditor shall not be liable for, any action take or omitted to be taken by Senior Creditor with respect to the Collateral. Nothing contained in this Section 2.5 shall be construed to relieve Senior Creditor from any liability to Junior Creditor for any losses suffered by Junior Creditor as a result of an action taken or omitted by Senior Creditor with respect to the Collateral which is determined to constitute gross negligence or willful misconduct pursuant to a final, non-appealable order of a court of competent jurisdiction.
Right to Enforce Agreement. Congress shall have the right to manage, perform and enforce the terms of the Congress Credit Agreements with respect to the Collateral, to exercise and enforce all privileges and rights thereunder according to its discretion and the exercise of its business judgment, including, without limitation, the right to take or retake control or possession of such Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate such Collateral; provided, that, during a Standstill Period the foregoing rights shall be exclusively the rights of Congress. Enron shall have the exclusive right to manage, perform and enforce the terms of the Enron Inventory Agreements with respect to the Enron Inventory Collateral, to exercise and enforce all privileges and rights thereunder according to its discretion and the exercise of its business judgment, including, without limitation, the exclusive right to take or retake control or possession of such Enron Inventory Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate same.
