Right to Enforce Agreement. (a) The Collateral Agent shall have the exclusive right to manage, perform and enforce the terms of the Collateral Documents 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 Agent, acting at the direction of the Administrative Agent and the Revolving Credit Agent (or, after the occurrence and during the continuation of an Acceleration, the Required Senior Lenders) 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 its foreclosure remedies under the Loan Documents. Any costs and expenses or other amounts paid or to be paid by the Collateral Agent may be paid by the Senior Lenders and shall constitute part of the Secured Obligations secured by the Collateral.
(b) Promptly upon the request of the Collateral Agent, the Administrative Agent will, at the expense of Credit Parties, join in enforcement, collection, execution, levy or foreclosure proceedings with respect to the Collateral and otherwise cooperate fully in the maintenance of such proceedings by the Collateral Agent, including, without limitation, by executing and delivering all such directions, consents, pleadings, releases and other documents and instruments as the Collateral Agent may reasonably request in connection therewith, it being understood that the conduct of such proceedings shall at all times be under the exclusive control of the Collateral Agent.
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. 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.
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. 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. 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).
