Common use of Acting in Concert Clause in Contracts

Acting in Concert. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders and the Issuing Banks; provided that the foregoing shall not prohibit (w) to the extent that any Lender shall not accept any Extension Offer and all or any portion of the outstanding Loans of such Lender shall not have been be repaid, defeased or satisfied and discharged as of the Revolving Termination Date applicable thereto, or all or any portion of accrued interest, Fees and premiums (if any) in connection therewith shall not have been paid as of the Revolving Termination Date applicable thereto, such Lender from exercising its rights and remedies as an unsecured creditor against the Borrowers and the other Loan Parties in respect of such unpaid amounts in accordance with Applicable Law, (x) the Administrative Agent from exercising on its behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (y) the Administrative Agent, each Issuing Bank or any Lender from exercising set-off rights solely in accordance with Section 12.04 (subject to the terms of Section 3.02) or (z) any Lender from filing proofs of claim or appealing and filing pleadings on its own behalf during the pendency of a proceeding relating to any Loan Party under any Debtor Relief Law; provided, further that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (1) the Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article X, and (2) in addition to the provisions set forth in clauses (w), (x), (y) and (z) of the proceeding proviso and subject to Section 3.02, any Lender may, with the consent of the Requisite Lenders, enforce any rights and duties as authorized by the Requisite Lenders, (ii) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies under the Guaranty and the other Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof.

Acting in Concert. Notwithstanding anything This Loan Agreement shall become effective upon its execution by the Borrower and at least one Lender and shall be binding only on such Parties that have executed this Loan Agreement The rights and obligations hereunder of a Lender that has executed this Loan Agreement shall not be affected by non- execution of this Loan Agreement by another Lender. Rights and liabilities of each Lender under this Loan Agreement shall be several but not joint (Ausschluss der Gesamtglaubigerschaft bzw. der Gesamtschuld) and only in respect to the contrary contained herein Loan granted by such Lender to the Borrower under this Loan Agreement. The Lenders shall be entitled to any claims with regard to the repayment of the Loans and payment of interest thereon under the provisions of this Loan Agreement only pro rata to the aggregate amounts of their respective disbursed Loans outstanding from time to time (comprising outstanding Principal Amounts and unpaid interest accrued thereon, but not the default interest, as the case may be) (pro rata zu ihren zum jeweiligen Zeitpunkt valutierenden Darlehensgesamtforderungen) and under the exclusion of any joint ownership or partnership. In the event that the Borrower makes payments to the Lenders in any other Loan Documentviolation of the pro rata distribution principals set forth in the preceding sentence (and/or in section 2.2), each adversely discriminated Lender at his discrection may demand either (i) from the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties Borrower or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders and the Issuing Banks; provided that the foregoing shall not prohibit (w) to the extent that any Lender shall not accept any Extension Offer and all or any portion of the outstanding Loans of such Lender shall not have been be repaid, defeased or satisfied and discharged as of the Revolving Termination Date applicable thereto, or all or any portion of accrued interest, Fees and premiums (if any) in connection therewith shall not have been paid as of the Revolving Termination Date applicable thereto, such Lender from exercising its rights and remedies as an unsecured creditor against the Borrowers and the other Loan Parties in respect of such unpaid amounts in accordance with Applicable Law, (x) the Administrative Agent from exercising on its behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (y) the Administrative Agent, each Issuing Bank or any Lender from exercising set-off rights solely in accordance with Section 12.04 (subject to the terms of Section 3.02) or (z) any Lender from filing proofs of claim or appealing and filing pleadings on its own behalf during the pendency of a proceeding relating to any Loan Party under any Debtor Relief Law; provided, further that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (1) the Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article X, and (2) in addition to the provisions set forth in clauses (w), (x), (y) and (z) of the proceeding proviso and subject to Section 3.02, any Lender may, with the consent of the Requisite Lenders, enforce any rights and duties as authorized by the Requisite Lenders, (ii) no Secured Party shall have any right individually from all other Lenders, to realize upon any be put in the position he/it would be in had the pro rata distribution principals been complied with. 10 Conclusion of this Loan Agreement The Parties may choose to conclude this Loan Agreement by an exchange of signed signature pages transmitted by fax or e-mail (as a pdf-copy), If the Collateral or Parties choose to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies under the Guaranty and the other Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties conclude this Loan Agreement in accordance with the terms thereof.preceding sentence, they shall transmit the signature pages of this Loan Agreement to the management of the Borrower (the “Recipient”). This Loan Agreement shall be deemed duly concluded once the Recipient has received the signed signature pages from all Parties to this Loan Agreement and at the time of the receipt of the last outstanding signature page. For this purpose, the Parties authorise the Recipient to collect the signature pages from all and for all Parties hereto Each Party hereto undertakes to submit to the Borrower, upon a respective request of the Borrower without undue delay, an original of his/its signed signature page. 11

Acting in Concert. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.02 for the benefit of all the Lenders and the Issuing Banks; provided that the foregoing shall not prohibit (w) to the extent that any Lender shall not accept any Extension Offer and all or any portion of the outstanding Loans of such Lender shall not have been be repaid, defeased or satisfied and discharged as of the Revolving Termination Date applicable thereto, or all or any portion of accrued interest, Fees and premiums (if any) in connection therewith shall not have been paid as of the Revolving Termination Date applicable thereto, such Lender from exercising its rights and remedies as an unsecured creditor against the Borrowers and the other Loan Parties in respect of such unpaid amounts in accordance with Applicable Law, (x) the Administrative Agent from exercising on its behalf the rights and remedies that inure to its benefit (solely in its capacity as the Administrative Agent) hereunder and under the other Loan Documents, (y) the Administrative Agent, each Issuing Bank or any Lender from exercising set-off rights solely in accordance with Section 12.04 (subject to the terms of Section 3.02) or (z) any Lender from filing proofs of claim or appealing and filing pleadings on its own behalf during the pendency of a proceeding relating to any Loan Party under any Debtor Relief Law; provided, further that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (1) the Requisite Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Article X, and (2) in addition to the provisions set forth in clauses (w), (x), (y) and (z) of the proceeding proviso and subject to Section 3.02, any Lender may, with the consent of the Requisite Lenders, enforce any rights and duties as authorized by the Requisite Lenders, (ii) no Secured Party shall have any right individually to realize upon any of the Collateral (if any) or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies under the Guaranty and the other Security Documents may be exercised solely by the Administrative Agent for the benefit of the Secured Parties in accordance with the terms thereof.