Common use of Enforcement of Rights Clause in Contracts

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Credit Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off, as against such Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f10.1(e) shall occur, then the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all LoansLoans made to such Borrower (and, all reimbursement obligations under Letters of Creditif such Borrower is either VaPower or CNG, then also to Dominion Resources), all accrued interest in respect thereof and thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the Lenders and the Administrative Agent hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, which notice or other action is expressly waived the Borrower shall at such time deposit in a cash collateral account opened by the Credit PartiesAdministrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Notwithstanding the fact that enforcement powers reside primarily with Amounts held in such cash collateral account shall be applied by the Administrative Agent, each Lender has, Agent to the extent permitted by lawpayment of drafts drawn under such Letters of Credit, a separate right and the unused portion thereof after all such Letters of payment and Credit shall have expired or been fully drawn upon, if any, shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) applied to repay other obligations of the Bankruptcy Code Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document been fully drawn upon, all Reimbursement Obligations shall have been breached by any Credit Partysatisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, then the Administrative Agent may proceed balance, if any, in such cash collateral account shall be returned to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement Borrower (or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall Person as may be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05lawfully entitled thereto).

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Documents, including, without limitation, Credit Documents including all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor the Guarantors and all rights of set-off. Notwithstanding the foregoing, if (x) an Event of Default specified in Section 8.01(f8.1(f) or Section 8.1(k) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and thereof, all accrued and unpaid fees Fees and other Credit Obligations and any and all other indebtedness or obligations owing to the Lenders hereunder and Agent and/or any of the Secured Parties under the other Senior Finance Credit Documents automatically shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by and (y) upon the Credit Parties. Notwithstanding request and at the fact that enforcement powers reside primarily with direction of Required Lenders, the Administrative Agent, each Lender has, to Agent shall take the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of actions specified in Section 101(5) of the Bankruptcy Code or any other insolvency statute8.2(a). In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Credit Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ ' rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Credit Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expensesexpenses but excluding the fees and expenses of internal legal counsel) in accordance with and subject to the limitations in Section 10.0510.5.

Enforcement of Rights. Enforce any Upon the occurrence and during the continuance of an Event of Default, Assignee may enforce, either in its own name or in the name of Assignor, all rights and interests created and existing under of Assignor to the Senior Finance DocumentsReceivables, including, without limitation: to (a) bring suit to enforce any rights under any Contracts; (b) compromise or settle any disputed claims as to rights under any Contracts, all (c) give releases or acquittances of rights and remedies existing under the Collateral Documentsany Contracts, all rights and remedies against a Guarantor and/or (d) do any and all things necessary, convenient, desirable or proper to fully and completely effectuate the collateral assignment of the rights under any Contracts pursuant hereto. Assignor hereby constitutes and appoints Assignee or Assignee’s designee as Assignor’s attorney-in-fact with full power in Assignor’s name, place and stead to do or accomplish any of set-offthe aforementioned undertakings and to execute such documents or instruments in the name or stead of Assignor as may be necessary, convenient, desirable or proper in Assignee’s sole discretion. Notwithstanding The aforementioned power of attorney shall be a power of attorney coupled with an interest and irrevocable. In the foregoingevent any action is brought by Assignee to enforce any rights under any Contract, if Assignor agrees to fully cooperate with and assist Assignee in the prosecution thereof. Without limiting any other provision of this Agreement, upon the occurrence and during the continuance of an Event of Default specified in Section 8.01(f) shall occurDefault, then the Commitments shall automatically terminate Assignor hereby specifically authorizes and directs each party other than Assignor upon written notice to it by Assignee to make all payments due under or arising under any Contracts directly to Assignee and hereby irrevocably authorizes and empowers Assignee to request, demand and receive any and all Loansamounts which may be or become due or payable or remain unpaid at any time and times to Assignor under and pursuant to any Contracts, all reimbursement obligations under Letters and to endorse any checks, drafts or other orders for the payment of Creditmoney payable to Assignor in payment thereof, all accrued interest and in respect thereof Assignee’s discretion to file any claims or take any action or proceeding, either in its own name or in the name of Assignor or otherwise, which Assignee may deem necessary or desirable in its sole discretion. It is expressly understood and all accrued and unpaid fees and other indebtedness agreed, however, that Assignee shall not be required or obligations owing obligated in any manner to make any demand or to make any inquiry as to the Lenders hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving nature or sufficiency of any notice payment received by it, or to present or file any claim or take any other action by to collect or enforce the Administrative Agent or the Lenders, payment of any amounts which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall may have been breached by assigned to Assignee or to which Assignee may be entitled hereunder at any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant time or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05times.

Enforcement of Rights. Enforce Upon, or at any time after, the occurrence and during the continuance of an Event of Default, Lender may enforce any and all rights and interests created and existing remedies under the Senior Finance Loan Documents, and all other documents delivered in connection therewith and against any or all Collateral and may pursue all rights and remedies available at Law or in equity. In addition to all the rights and remedies of a secured party under the UCC, Lender shall have the right, at any time and without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other person (all and each of which demand, advertisements and/or notices are hereby expressly waived to the extent permitted by law), to proceed immediately to collect, redeem, receive, appropriate, sell, or otherwise dispose of and deliver the Collateral or any part thereof in one or more lots at public or private sale or sales at Lender’s offices or elsewhere at such prices and on such terms as Lender may reasonably determine. The foregoing disposition(s) must be for cash or on credit or for future delivery without assumption of any credit risk by Lender, with Lender having the right to purchase all or any part of said Collateral so sold at any such sale or sales, public or private, free of any right or equity of redemption in Borrower, which right or equity is hereby expressly waived or released by Borrower. The proceeds of any such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition, after deducting all costs and expenses of every kind incurred relative thereto or incidental to the care, safekeeping or otherwise of any and all Collateral or in any way relating to the rights of Lender hereunder (including, without limitation, reasonable attorneys’ fees and legal expenses, including, without limitation, all rights a reasonable estimate of the allocated cost of Lender’s in house counsel and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(flegal staff) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing be applied first to the Lenders hereunder satisfaction of the Obligations (in such order as Lender may elect and under whether or not due) and then to the other Senior Finance Documents shall immediately become due and payable without the giving payment of any notice or other action amounts required by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by applicable law, including Section 9610 of the UCC. Borrower shall be liable to Lender for the payment on demand of all such costs and expenses, together with interest at the default rate set forth in the Note, together with any reasonable attorneys’ fees if placed with an attorney for collection or enforcement. Borrower agrees that thirty (30) days’ prior notice by Lender of the date after which a separate right private sale may take place or a public auction may be held is reasonable notification of payment such matters and shall be considered a separate “creditor” holding a separate “claim” within deemed commercially reasonable under the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05UCC.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Loan Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Loan Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Credit Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off, as against the Borrower. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f10.1(e) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and thereof, all accrued and unpaid fees and other indebtedness or obligations (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) owing by the Borrower to the Lenders and the Administrative Agent hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this Section 10.2, which notice or other action is expressly waived the Borrower shall at such time deposit in a cash collateral account opened by the Credit PartiesAdministrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Notwithstanding the fact that enforcement powers reside primarily with Amounts held in such cash collateral account shall be applied by the Administrative Agent, each Lender has, Agent to the extent permitted by lawpayment of drafts drawn under such Letters of Credit, a separate right and the unused portion thereof after all such Letters of payment and Credit shall have expired or been fully drawn upon, if any, shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) applied to repay other obligations of the Bankruptcy Code Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document been fully drawn upon, all Reimbursement Obligations shall have been breached by any Credit Partysatisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, then the Administrative Agent may proceed balance, if any, in such cash collateral account shall be returned to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement Borrower (or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall Person as may be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05lawfully entitled thereto).

Enforcement of Rights. Enforce any and all rights and interests --------------------- created and existing under the Senior Finance Documents, Credit Documents including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. 101 Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f10.1(f) shall occuroccur with respect to any member of the Consolidated Group, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations arising from drawings under Letters of Credit, all accrued interest in respect thereof and thereof, all accrued and unpaid fees Fees and other indebtedness or obligations owing to the Administrative Agent and/or any of the Lenders hereunder and under by the other Senior Finance Documents Borrower automatically shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding anything contained in this Section 10.2, if at any time within sixty (60) days after an acceleration of the fact that enforcement powers reside primarily Loans pursuant to this Section 10.2, the Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than by acceleration (with the Administrative Agent, each Lender hasinterest on principal and, to the extent permitted by law, a separate right on overdue interest, at the rates specified in this Credit Agreement) and all Events of Default and Defaults (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be considered waived pursuant to Section 12.6, the Required Lenders, by written notice to the Borrower, may at their option rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind the Lenders to a separate “creditor” holding a separate “claim” within decision which may be made at the meaning of Section 101(5) election of the Bankruptcy Code Required Lenders and are not intended to benefit the Borrower and do not grant the Borrower the right to require the Lenders to rescind or annual any other insolvency statute. In case any one or more of acceleration hereunder, even if the covenants and/or agreements conditions set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05are met.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Documents, including, without limitation, Credit Documents including all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor the Guarantors and all rights of set-off. Notwithstanding the foregoing, if (x) an Event of Default specified in Section 8.01(f8.1(f) or Section 8.1(k) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations arising from drawings under Letters of Credit, all accrued interest in respect thereof and thereof, all accrued and unpaid fees Fees and other Credit Obligations and any and all other indebtedness or obligations owing to the Lenders hereunder and Agent and/or any of the Secured Parties under the other Senior Finance Credit Documents automatically shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by and (y) upon the request and at the direction of Lenders holding a majority of the Credit Parties. Notwithstanding Obligations, the fact that enforcement powers reside primarily with Agent shall take the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of actions specified in Section 101(58.2(a) of the Bankruptcy Code or any other insolvency statuteand/or 8.2(c). In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Credit Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ ' rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Credit Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expensesexpenses but excluding the fees and expenses of internal legal counsel) in accordance with and subject to the limitations in Section 10.0510.5.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Loan Documents, including, without limitation, all rights and remedies existing under delivery of a Notice of Acceleration (as defined in the Collateral DocumentsTrust Agreement), all rights and remedies against a Guarantor and all rights of set-off, or applicable Law. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(fSECTION 8.01(d) or (e) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Loan Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit PartiesBorrower. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “"creditor” " holding a separate “"claim” " within the meaning of Section SECTION 101(5) of the Bankruptcy Code any Debtor Relief Law or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Loan Document shall have been breached by any Credit Partythe Borrower, then the Administrative Agent may proceed to protect and enforce the Lenders’ ' rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Loan Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Subordinated Debenture Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of CreditLoan, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Subordinated Debenture Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “"creditor” " holding a separate “"claim” " within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Subordinated Debenture Document shall have been breached by any Credit Party, then the Administrative Agent Lenders may proceed to protect and enforce the Lenders’ ' rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Subordinated Debenture Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent Lenders acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.059.05.

Enforcement of Rights. Enforce If (x) the Company (including by its directors, committee members, shareholders or any Independent Counsel) determines that the Indemnitee is not entitled to be indemnified in whole or in part under applicable law, (y) any amount of Losses is not paid in full by the Company according to Section 2(a) after a determination is made pursuant to Section 2(e) that the Indemnitee is entitled to be indemnified, or (z) any amount of Expense Advance is not paid in full by the Company according to Section 2(b) after a request and an undertaking pursuant to Section 2(b) have been received by the Company, in each case, the Indemnitee shall have the right to commence litigation in any court in the State of Florida having subject matter jurisdiction thereof and in which venue is proper, either challenging any such prior determination, which shall not be binding upon such court in said proceeding, or any aspect thereof (including the legal or factual bases therefor), seeking to recover the unpaid amount of Losses or Expense Advance, as applicable, and/or otherwise seeking to enforce the Company’s obligations under this Agreement. The Company hereby consents to service of process and to appear in any such proceeding. If the Indemnitee commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any such judicial proceeding shall be conducted in all rights respects as a de novo trial, on the merits, any prior determination that the Indemnitee is not entitled to be indemnified under applicable law shall not be binding on the court and interests created shall not prejudice the Indemnitee in said proceeding, the Indemnitee shall continue to be entitled to receive Expense Advance, and existing under the Senior Finance DocumentsIndemnitee shall not be required to reimburse the Company for any Expense Advance, including, without limitation, all rights unless and remedies existing under the Collateral Documents, all rights and remedies against until a Guarantor and final judicial determination is made (as to which all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall appeal therefrom have been breached by any Credit Party, then exhausted or lapsed) that the Administrative Agent may proceed Indemnitee is not entitled to protect and enforce the Lenders’ rights either by suit in equity and/or by action at be so indemnified under applicable law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting Company shall also be solely responsible for paying all costs incurred by it in defending any Proceeding made pursuant to this paragraph shall be indemnified Section 2(f) challenging its determination or seeking its payment by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05Company.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Documents, Credit Documents including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f9.1(f) shall occuroccur with respect to any member of the Consolidated Group, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations arising from drawings under Letters of Credit, all accrued interest in respect thereof and thereof, all accrued and unpaid fees Fees and other indebtedness or obligations owing to the Administrative Agent and/or any of the Lenders hereunder and under by the other Senior Finance Documents Borrower automatically shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding anything contained in this Section 9.2, if at any time within sixty (60) days after an acceleration of the fact that enforcement powers reside primarily Loans pursuant to this Section 9.2, (i) the Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than by acceleration (with the Administrative Agent, each Lender hasinterest on principal and, to the extent permitted by law, a separate right on overdue interest, at the rates specified in this Credit Agreement) and (ii) all Events of Default and Defaults (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be considered waived pursuant to Section 11.6, the Required Lenders, by written notice to the Borrower, may at their option rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind the Lenders to a separate “creditor” holding a separate “claim” within decision which may be made at the meaning of Section 101(5) election of the Bankruptcy Code Required Lenders and are not intended to benefit the Borrower and do not grant the Borrower the right to require the Lenders to rescind or annul any other insolvency statute. In case any one or more of acceleration hereunder, even if the covenants and/or agreements conditions set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05are met.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Loan Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding In addition, upon the foregoing, if occurrence of an Event of Default specified in Section 8.01(f) shall occurDefault, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing Required Lenders may deliver the Preferred Stock Election Notice to the Borrower, notifying the Borrower that the Lenders hereunder and have exercised their right to trigger the provisions under the other Senior Finance Documents shall immediately become due Parent Certificate of Designation that apply from and payable without after the giving Trigger Date (as defined in the Parent Certificate of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit PartiesDesignation). Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by lawLaw, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Loan Document shall have been breached by any Credit Loan Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at lawLaw, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Loan Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.0510.04. Notwithstanding anything in any Loan Document to the contrary, in the event that any Event of Default under Sections 8.01(a) through (e) or (g) through (k) of the Credit Agreement (but not following the occurrence of any other Event of Default) shall have occurred and so long as the Senior Notes are outstanding and are not then due and payable, the Administrative Agent shall not (and the Administrative Agent shall not direct the Collateral Agent to), and each Lender shall not (and each Lender shall not direct the Collateral Agent to) take any action hereunder that would result in the occurrence of an “Event of Default” (as that term is defined in the Senior Secured Note Indenture) pursuant to any of Sections 6.01(e), (f) (as to the Borrower or any of its Subsidiaries only) or (g) of the Senior Secured Note Indenture, except that in any event the Administrative Agent, the Collateral Agent and the Lenders may take possession of the Equity Interests of the Borrower or any of its Subsidiaries in accordance with the provisions of the Loan Documents.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Documents, including, without limitation, including all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. 110 Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Loan Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Loan Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.0510.04(b).

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Credit Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f8.01(e) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and thereof, all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Credit Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Credit Document. Without limitation of the foregoing, each of the Parent, ASG and the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified indemnified, jointly and severally, by each of the Parent, ASG and the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Loan Documents, including, without limitation, all rights and remedies existing under delivery of a Notice of Acceleration (as defined in the Collateral DocumentsTrust Agreement), all rights and remedies against a Guarantor and all rights of set-off, or applicable Law. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(fSECTION 8.01(d) OR (e) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Loan Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit PartiesBorrower. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “"creditor” " holding a separate “"claim” " within the meaning of Section 101(5) of the Bankruptcy Code any Debtor Relief Law or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Loan Document shall have been breached by any Credit Partythe Borrower, then the Administrative Agent may proceed to protect and enforce the Lenders’ ' rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Loan Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Loan Documents, including, without limitation, all rights and remedies existing under delivery of a Notice of Acceleration (as defined in the Collateral DocumentsTrust Agreement), all rights and remedies against a Guarantor and all rights of set-off, or applicable Law. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f8.01(d) or (e) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Loan Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit PartiesBorrower. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “"creditor” " holding a separate “"claim” " within the meaning of Section 101(5) of the Bankruptcy Code any Debtor Relief Law or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Loan Document shall have been breached by any Credit Partythe Borrower, then the Administrative Agent may proceed to protect and enforce the Lenders’ ' rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Loan Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05.

Enforcement of Rights. Enforce Upon, or at any time after, the occurrence of an Event of Default, Lender may enforce any and all rights and interests created and existing remedies under the Senior Finance Loan Documents, and all other documents delivered in connection therewith and against any or all Collateral and may pursue all rights and remedies available at Law or in equity. In addition to all the rights and remedies of a secured party under the UCC, Lender shall have the right, at any time and without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other person (all and each of which demand, advertisements and/or notices are hereby expressly waived to the extent permitted by law), to proceed immediately to collect, redeem, receive, appropriate, sell, or otherwise dispose of and deliver the Collateral or any part thereof in one or more lots at public or private sale or sales at Lender’s offices or elsewhere at such prices and on such terms as Lender may deem commercially reasonable. The foregoing disposition(s) must be for cash or on credit or for future delivery without assumption of any credit risk by Lender, with Lender having the right to purchase all or any part of said Collateral so sold at any such sale or sales, public or private, free of any right or equity of redemption in Borrower, which right or equity is hereby expressly waived or released by Borrower. The proceeds of any such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition, after deducting all costs and expenses of every kind incurred relative thereto or incidental to the care, safekeeping or otherwise of any and all Collateral or in any way relating to the rights of Lender hereunder (including, without limitation, reasonable attorneys’ fees and legal expenses, including, without limitation, all rights a reasonable estimate of the allocated cost of Lender’s in house counsel and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(flegal staff) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing be applied first to the Lenders hereunder satisfaction of the Obligations (in such order as Lender may elect and under whether or not due) and then to the other Senior Finance Documents shall immediately become due and payable without the giving payment of any notice or other action amounts required by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by applicable law, including Section 9610 of the UCC. Borrower shall be liable to Lender for the payment on demand of all such costs and expenses, together with interest at the default rate set forth in the Note, together with any reasonable attorneys’ fees if placed with an attorney for collection or enforcement. Borrower agrees that ten (10) days’ prior notice by Lender of the date after which a separate right private sale may take place or a public auction may be held is reasonable notification of payment such matters and shall be considered a separate “creditor” holding a separate “claim” within deemed commercially reasonable under the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05UCC.

Enforcement of Rights. Enforce any and all rights and interests created and existing under MCI shall have the Senior Finance Documents, including, without limitation, all right to enforce its rights and remedies existing with respect to the MRI Granted Rights in its own name and in the name of MRI. In MCI’s sole judgment, MCI may join MRI as a party plaintiff or defendant in any action or proceeding relating to the MRI Granted Rights, and MRI agrees not to contest any such action by MCI. MCI agrees to notify MRI in each instance where it elects not to enforce any of its rights or remedies with respect to the MRI Granted Rights where such right or remedy if not pursued would be reasonably likely to impair the Rights, and shall before allowing any such right, remedy or cause of action to become prejudiced obtain the advice and consent of MRI, and subject to any licenses that MCI has granted to any third party, shall offer to allow MRI to assume the cause of action under the Collateral DocumentsMCI’s name. If within ten (10) business days after receipt of written notice from MRI, all rights and remedies against a Guarantor and all rights MCI neither commences such enforcement nor notifies MRI of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occurits election not to commence such enforcement, then MRI shall be entitled to assume the Commitments shall automatically terminate cause of action under MCI’s name subject to (i) MCI approving the counsel selected by MRI, and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest (ii) MCI approving in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to advance the Lenders hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving terms of any notice settlement in connection with such action that imposes on MCI any financial, or other action by legal liability or that in any way detracts or derogates from, alters or adversely impacts the Administrative Agent rights granted to MCI hereunder. All damages, penalties, settlements and profits relating to or arising from any interference with or infringement of any of the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, MRI Granted Rights are hereby assigned to the extent permitted by law, a separate right of payment MCI and shall be considered a separate “creditor” holding a separate “claim” within retained by MCI unless MRI brings in the meaning name of MCI the action giving rise to such, in which event MRI may withhold from any such sum its actual out-of-pocket costs incurred in connection therewith. Each party shall reasonably cooperate with the other, at each party’s own expense, in connection with any suit or action threatened or instituted by or against MCI or MRI relating to any MRI Granted Rights other than any action for which such party would be entitled to seek indemnification from the other party in which event the terms of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document 9 shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05apply.

Enforcement of Rights. Enforce any and all rights and interests --------------------- created and existing under the Senior Finance Documents, Credit Documents including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f10.1(f) shall occuroccur with respect to any member of the Consolidated Group, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations arising from drawings under Letters of Credit, all accrued interest in respect thereof and thereof, all accrued and unpaid fees Fees and other indebtedness or obligations owing to the Administrative Agent and/or any of the Lenders hereunder and under by the other Senior Finance Documents Borrower automatically shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding anything contained in this Section 10.2, if at any time within sixty (60) days after an acceleration of the fact that enforcement powers reside primarily Loans pursuant to this Section 10.2, (i) the Borrower shall pay all arrears of interest and all payments on account of principal which shall have become due otherwise than by acceleration (with the Administrative Agent, each Lender hasinterest on principal and, to the extent permitted by law, a separate right on overdue interest, at the rates specified in this Credit Agreement) and (ii) all Events of Default and Defaults (other than non-payment of the principal of and accrued interest on the Loans, in each case which is due and payable solely by virtue of acceleration) shall be considered waived pursuant to Section 12.6, the Required Lenders, by written notice to the Borrower, may at their option rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Default or impair any right consequent thereon. The provisions of this paragraph are intended merely to bind the Lenders to a separate “creditor” holding a separate “claim” within decision which may be made at the meaning of Section 101(5) election of the Bankruptcy Code Required Lenders and are not intended to benefit the Borrower and do not grant the Borrower the right to require the Lenders to rescind or annual any other insolvency statute. In case any one or more of acceleration hereunder, even if the covenants and/or agreements conditions set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05are met.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section SECTION 8.01(f) shall occuroccur with respect to any Borrower, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all BA Reimbursement Obligations, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the any Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with either of the Administrative AgentAgents, each Lender has, to the extent permitted by lawLaw, a separate right of payment and shall be considered a separate “"creditor” " holding a separate “"claim” " within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Party, then either of the Administrative Agents or either Collateral Agent may proceed to protect and enforce the Lenders’ ' rights either by suit in equity and/or by action at lawLaw, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the each Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent Agents acting pursuant to this paragraph PARAGRAPH (d) shall each be indemnified by the each Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section SECTION 10.05.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Credit Documents, including, without limitation, including all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor the Guarantors and all rights of set-off. Notwithstanding the foregoing, (x) if an Event of Default specified in Section 8.01(f8.1(e) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations arising from drawings under Letters of Credit, all accrued interest in respect thereof and thereof, all accrued and unpaid fees Fees, all other Credit Obligations and any and all other indebtedness or obligations owing to the Lenders hereunder and Administrative Agent and/or any of the Secured Parties under the other Senior Finance Credit Documents automatically shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders and (y) upon the request and at the direction of Lenders holding a majority of the Revolving Credit Facility Obligations, the Administrative Agent shall take the actions specified in Section 8.2(a) and/or 8.2(c). Agreements with respect to and Specific Remedies relating to the Tranche B Revolving Loans. The Borrower and the Lenders acknowledge and agree that the Tranche B Put Agreement is a separate agreement for the obligations of the Borrower for the benefit of the Tranche B Lenders solely, and the proceeds of any payment made by the Sponsor pursuant to the Tranche B Put Agreement shall be distributed solely to the Tranche B Lenders as payment for their respective Tranche B Revolving Loans in accordance with, and on the terms set forth in, the Tranche B Put Agreement. The Administrative Agent in taking action under this Section 8 with respect to the Tranche B Put Agreement shall do so solely for the benefit of the Tranche B Lenders, which notice or other action is expressly waived by and upon the Credit Parties. Notwithstanding request and direction of Lenders having in the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) aggregate at least seventy percent of the Bankruptcy Code or any other insolvency statuteoutstanding principal amount of the Tranche B Revolving Loans and Unused Tranche B Revolving Commitment. Equitable Remedies. In case any one or more of the covenants and/or agreements set forth in this Amended Agreement or any other Senior Finance Credit Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ ' rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Amended Agreement or such other Senior Finance Credit Document. Without limitation of the foregoing, each of the Parent and the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.0510.5.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Loan Documents, including, without limitation, all rights and remedies existing under delivery of a Notice of Acceleration (as defined in the Collateral DocumentsTrust Agreement), all rights and remedies against a Guarantor and all rights of set-off, or applicable Law. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f8.01(d) or (e) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Loan Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit PartiesBorrower. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code any Debtor Relief Law or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Loan Document shall have been breached by any Credit Partythe Borrower, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Loan Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Loan Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-offsetoff. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occur, then the Commitments shall automatically terminate and terminate, all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees (to the extent applicable) and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Loan Documents shall immediately become due and payable payable, in each case without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Loan Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by lawLaw, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statuteDebtor Relief Law. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Loan Document shall have been breached by any Credit Loan Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Loan Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05.

Enforcement of Rights. Enforce Subject to the Intercreditor Agreement, enforce any and all rights and interests created and existing under the Senior Finance Term Loan Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Term Loan Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Loan Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Term Loan Document shall have been breached by any Credit PartyLoan Party and such breach constitutes an Event of Default, then the Administrative Agent may may, subject to the Intercreditor Agreement, proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Term Loan Document. Without limitation of the foregoing, the Borrower agrees Borrowers agree that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower Borrowers on a joint and several basis against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05.

Enforcement of Rights. Enforce If (x) the Company (including by its directors, shareholders or any Independent Counsel) determines that the Indemnitee is not entitled to be indemnified in whole or in part under applicable law, (y) any amount of Expenses is not paid in full by the Company according to Section 2(a) after a determination is made pursuant to Section 2(e) that the Indemnitee is entitled to be indemnified, or (z) any amount of Expense Advance is not paid in full by the Company according to Section 2(b) after a request and an undertaking pursuant to Section 2(b) have been received by the Company, in each case, the Indemnitee shall have the right to commence litigation in any court in the Commonwealth of Pennsylvania having subject matter jurisdiction thereof and in which venue is proper, either challenging any such determination, which shall not be binding, or any aspect thereof (including the legal or factual bases therefor), seeking to recover the unpaid amount of Expenses or Expense Advance, as applicable, and otherwise to enforce the Company’s obligations under this Agreement. The Company hereby consents to service of process and to appear in any such proceeding. If the Indemnitee commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any such judicial proceeding shall be conducted in all rights respects as a de novo trial, on the merits, any determination that the Indemnitee is not entitled to be indemnified under applicable law shall not be binding on, and interests created shall not prejudice the Indemnitee, the Indemnitee shall continue to be entitled to receive Expense Advance, and existing under the Senior Finance DocumentsIndemnitee shall not be required to reimburse the Company for any Expense Advance, including, without limitation, all rights unless and remedies existing under the Collateral Documents, all rights and remedies against until a Guarantor and final judicial determination is made (as to which all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall appeal therefrom have been breached by any Credit Party, then exhausted or lapsed) that the Administrative Agent may proceed Indemnitee is not entitled to protect and enforce the Lenders’ rights either by suit in equity and/or by action at be so indemnified under applicable law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting Company shall also be solely responsible for paying all costs incurred by it in defending any Proceeding made pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss Section 2(f) challenging its determination or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05seeking its payment.

Enforcement of Rights. Enforce any and all rights and interests --------------------- created and existing under the Senior Finance Credit Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f------- 8.01(e) shall occur, then the Commitments shall automatically terminate and all ------- Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and thereof, all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “"creditor” " holding a separate “"claim” " within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Credit Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ ' rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Credit Document. Without limitation of the foregoing, each of the Parent and the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified indemnified, jointly and severally, by each of the Parent and the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05.. -------------

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “"creditor” " holding a separate “"claim” " within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ ' rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05.

Enforcement of Rights. Enforce If either Party learns of any infringement or violation by a Third Party of any Program IP, it shall notify the other Party as soon as practicable. Thereafter, the Parties shall consult on a course of action with respect to such infringement or violation. Unless otherwise agreed to by the Parties in the course of their consultations, the Company shall have the first right to bring and all rights control any claim, action or proceeding against such Third Party for such infringement or violation of the Program IP (an “Enforcement Action”) by counsel of its own choice. If the Company fails to initiate any such Enforcement Action within the earlier of 90 days following notice of the basis therefor or 30 days before the expiration of any applicable time limit for bringing such Enforcement Action, then Zimmer shall have the right to bring and interests created and existing under the Senior Finance Documents, including, without limitation, all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights control any such Enforcement action by counsel of set-offits own choice. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occurIf Zimmer lacks standing to bring such Enforcement Action, then the Commitments Company shall automatically terminate and be obligated to bring such Enforcement Action if so requested by Zimmer. In all Loansevents, all reimbursement obligations under Letters the non-controlling Party shall have the right to be represented in any such Enforcement Action by counsel of Creditits own choice. If the Party bringing any such Enforcement Action is unable to initiate or Prosecute it solely in its own name, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Documents Party shall immediately become due join in voluntarily and payable shall execute all documents necessary to enable the initiating Party to Prosecute and maintain such Enforcement Action. In connection therewith, the Parties shall cooperate fully and provide each other with any information or assistance reasonably requested. Each Party shall keep the other informed of developments, including the status of settlement negotiations. Neither Party shall settle such Enforcement Action without the giving prior written consent of any notice or the other action by the Administrative Agent or the LendersParty, which notice consent shall not be unreasonably withheld, conditioned or other action is expressly waived by the Credit Partiesdelayed. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and Each Party shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable bear its own costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance connection with Section 10.05the Enforcement Action, but shall be entitled to full reimbursement thereof out of any recovery or monetary award realized in connection therewith. After such reimbursement, the balance of any recovery or monetary award shall be allocated between the Parties in proportion to the relative economic losses suffered by each, as determined by the Parties in good faith.

Enforcement of Rights. Enforce any Upon the occurrence and during the continuance of a Potential Event of Defaultor an Event of Default, or after the occurrence of an Early Termination Date, Assignee may enforce, either in its own name or in the name of Assignor, all rights and interests created and existing of Assignor under the Senior Finance DocumentsContract, including, without limitation, all to (a) bring suit to enforce any rights and remedies existing under the Collateral DocumentsContract, all (b) compromise or settle any disputed claims as to rights and remedies against a Guarantor under the Contract, (c) give releases or acquittances of rights under the Contract, and/or (d) do any and all things reasonably necessary, convenient, desirable or proper to fully and completely effectuate the collateral assignment of the rights under the Contract pursuant hereto. Assignor hereby constitutes and appoints Assignee or Assignee’s designee as Assignor’s attorney-in-fact with full power in Assignor’s name, place and stead to do or accomplish any of set-offthe aforementioned undertakings and to execute such documents or instruments in the name or stead of Assignor as may be reasonably necessary, convenient, desirable or proper in Assignee’s reasonable discretion. Notwithstanding The aforementioned power of attorney shall be a power of attorney coupled with an interest and irrevocable. In the foregoingevent any action is brought by Assignee to enforce any rights under the Contract, if Assignor agrees to fully cooperate with and assist Assignee in the prosecution thereof. Without limiting any other provision of this Agreement, upon the occurrence and during the continuance of a Potential Event of Default or an Event of Default specified in Section 8.01(f) shall occurDefault, then or after the Commitments shall automatically terminate occurrence of an Early Termination Date and after Assignee has provided written notice to Assignor, Assignor hereby specifically authorizes and directs each party other than Assignor upon written notice to it by Assignee to make all payments due under or arising under the Contract directly to Assignee and hereby irrevocably authorizes and empowers Assignee to request, demand and receive any and all Loans, all reimbursement obligations amounts which may be or become due or payable or remain unpaid at any time and times to Assignor under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing pursuant to the Lenders hereunder Contract, and under to endorse any checks, drafts or other orders for the other Senior Finance Documents payment of money payable to Assignor in payment thereof, and in Assignee’s discretion to file any claims or take any action or proceeding, either in its own name or in the name of Assignor or otherwise, which Assignee may deem reasonably necessary or desirable in its reasonable discretion. It is expressly understood and DB1/ 92447053.5 agreed, however, that Assignee shall immediately become due and payable without not be required or obligated in any manner to make any demand or to make any inquiry as to the giving nature or sufficiency of any notice payment received by it, or to present or file any claim or take any other action by to collect or enforce the Administrative Agent or the Lenders, payment of any amounts which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall may have been breached by assigned to Assignee or to which Assignee may be entitled hereunder at any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant time or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05times.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Documents, including, without limitation, Credit Documents including all rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor the Guarantors and all rights of set-off. Notwithstanding the foregoing, if (x) an Event of Default specified in Section 8.01(f8.1(f) or Section 8.1(k) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations arising from drawings under Letters of Credit, all accrued interest in respect thereof and thereof, all accrued and unpaid fees Fees and other Credit Obligations and any and all other indebtedness or obligations owing to the Lenders hereunder and Agent and/or any of the Secured Parties under the other Senior Finance Credit Documents automatically shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by and (y) upon the request and at the direction of Lenders holding a majority of the Credit Parties. Notwithstanding Obligations, the fact that enforcement powers reside primarily with Agent shall take the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of actions specified in Section 101(58.2(a) of the Bankruptcy Code or any other insolvency statuteand/or 8.2(c). In case any one or more of the covenants and/or agreements set forth in this Amended Agreement or any other Senior Finance Credit Document shall have been breached by any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ ' rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Amended Agreement or such other Senior Finance Credit Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expensesexpenses but excluding the fees and expenses of internal legal counsel) in accordance with and subject to the limitations in Section 10.0510.5.

Enforcement of Rights. Enforce any Upon the occurrence and during the continuance of an Event of Default, or after the occurrence of a Termination Event or Early Termination Date and after providing notice to Assignor, Assignee may enforce, either in its own name or in the name of Assignor, all rights and interests created and existing of Assignor under the Senior Finance DocumentsContracts, including, without limitation, all to (a) bring suit to enforce any rights and remedies existing under the Collateral DocumentsContracts, all (b) compromise or settle any disputed claims as to rights and remedies against a Guarantor under the Contracts, (c) give releases or acquittances of rights under the Contracts, and/or (d) do any and all things reasonably necessary, desirable or proper to fully and completely effectuate the collateral assignment of the rights under the Contracts pursuant hereto. Assignor hereby constitutes and appoints Assignee or Assignee’s designee as Assignor’s attorney-in-fact with full power in Assignor’s name, place and stead to do or accomplish any of set-offthe aforementioned undertakings and to execute such documents or instruments in the name or stead of Assignor as may be reasonably necessary, desirable or proper in Assignee’s reasonable discretion. Notwithstanding The aforementioned power of attorney shall be a power of attorney coupled with an interest and irrevocable. In the foregoingevent any action is brought by Assignee to enforce any rights under the Contracts, if Assignor agrees to fully cooperate with and assist Assignee in the prosecution thereof. Without limiting any other provision of this Agreement, upon the occurrence and during the continuance of an Event of Default specified in Section 8.01(f) shall occurDefault, then or after the Commitments shall automatically terminate occurrence of a Termination Event or Early Termination Date and after Assignee has provided written notice to Assignor, Assignor hereby specifically authorizes and directs each party other than Assignor upon written notice to it by Assignee to make all payments due under or arising under the Contracts directly to Assignee and hereby irrevocably authorizes and empowers Assignee to request, demand and receive any and all Loans, all reimbursement obligations amounts which may be or become due or payable or remain unpaid at any time and times to Assignor under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing pursuant to the Lenders hereunder Contracts, and under to endorse any checks, drafts or other orders for the other Senior Finance Documents payment of money payable to Assignor in payment thereof, and in Assignee’s discretion to file any claims or take any action or proceeding, either in its own name or in the name of Assignor or otherwise, which Assignee may deem reasonably necessary or desirable in its reasonable discretion. It is expressly understood and agreed, however, that Assignee shall immediately become due and payable without not be required or obligated in any manner to make any demand or to make any inquiry as to the giving nature or sufficiency of any notice payment received by it, or DB1/ 92447053.4 to present or file any claim or take any other action by to collect or enforce the Administrative Agent or the Lenders, payment of any amounts which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall may have been breached by assigned to Assignee or to which Assignee may be entitled hereunder at any Credit Party, then the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant time or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05times.

Enforcement of Rights. Enforce If (x) the Company (including by its directors, stockholders or any Independent Counsel) determines that the Indemnitee is not entitled to be indemnified in whole or in part under applicable law, (y) any amount of Expenses is not paid in full by the Company according to Section 2(a) after a determination is made pursuant to Section 2(e) that the Indemnitee is entitled to be indemnified, or (z) any amount of Expense Advance is not paid in full by the Company according to Section 2(b) after a request and an undertaking pursuant to Section 2(b) have been received by the Company, in each case, the Indemnitee shall have the right to commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper, either challenging any such determination, which shall not be binding, or any aspect thereof (including the legal or factual bases therefor), seeking to recover the unpaid amount of Expenses or Expense Advance, as applicable, and otherwise to enforce the Company’s obligations under this Agreement. The Company hereby consents to service of process and to appear in any such proceeding. If the Indemnitee commences legal proceedings in a court of competent jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any such judicial proceeding shall be conducted in all rights respects as a de novo trial, on the merits, any determination that the Indemnitee is not entitled to be indemnified under applicable law shall not be binding on, and interests created shall not prejudice the Indemnitee, the Indemnitee shall continue to be entitled to receive Expense Advance, and existing under the Senior Finance DocumentsIndemnitee shall not be required to reimburse the Company for any Expense Advance, including, without limitation, all rights unless and remedies existing under the Collateral Documents, all rights and remedies against until a Guarantor and final judicial determination is made (as to which all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall appeal therefrom have been breached by any Credit Party, then exhausted or lapsed) that the Administrative Agent may proceed Indemnitee is not entitled to protect and enforce the Lenders’ rights either by suit in equity and/or by action at be so indemnified under applicable law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Document. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting Company shall also be solely responsible for paying all costs incurred by it in defending any Proceeding made pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss Section 2(f) challenging its determination or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section 10.05seeking its payment.

Enforcement of Rights. Enforce any and all rights and interests created and existing under the Senior Finance Loan Documents, including, without limitation, directing the Collateral Agent to enforce all rights and remedies existing under the Collateral DocumentsDocuments (including, all rights without limitation, the seizure and remedies against a Guarantor liquidation of any Collateral) and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f8.01(g) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in respect thereof thereof, all amounts due under Section 3.04 and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder and under the other Senior Finance Loan Documents shall immediately become due and payable without the giving of any notice or other action by the Collateral Agent, the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Credit PartiesBorrower. Notwithstanding the fact that enforcement powers reside primarily with the Collateral Agent and the Administrative AgentAgent (a) any Lender may exercise setoff rights in accordance with, each and subject to, the terms of this Agreement and (b) any Lender has, may file proofs of claim or appear and file pleadings on its own behalf during the pendency of a proceeding relative to the extent permitted by any Obligor under any bankruptcy or insolvency law, a separate right of payment and shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Loan Document shall have been breached by any Credit Partythe Borrower, then the Collateral Agent and the Administrative Agent may proceed to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant or agreement contained in this Agreement or such other Senior Finance Loan Document. Without limitation of the foregoing, the Borrower 69 Loan Agreement agrees that failure to comply with any of the covenants contained herein will may cause irreparable harm and that specific performance shall be available as a remedy in the event of any breach thereof. The Each of the Administrative Agent and the Collateral Agent acting pursuant to this paragraph shall be indemnified by the Borrower against all liability, loss or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) in accordance with Section Sections 10.04 and 10.05. In the event a required rescission payment is received in the Collection Account, then the Collateral Agent, upon the direction of the Administrative Agent and at the expense of the Borrower, will agree to release to the Borrower, free and clear of the lien of the Security Agreement, the relevant Eligible Railcar(s) the subject of such rescission payment.

Enforcement of Rights. Enforce Sellers and Purchaser acknowledge that any and all rights and interests created and existing under damage caused to the Senior Finance Documentsother party by reason of the breach by Sellers, includingon the one hand, or by Purchaser or any Purchaser Subsidiary on the other of any provision of the Related Agreements relating to rights, including without limitation, all Sellers' recapture rights and remedies existing under the Collateral Documents, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 8.01(f) shall occur, then the Commitments shall automatically terminate and all Loans, all reimbursement obligations under Letters of Credit, all accrued interest in with respect thereof and all accrued and unpaid fees and other indebtedness or obligations owing to the Lenders hereunder Insurance Contracts or to the trust arrangements contemplated hereby and under the other Senior Finance Documents shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lendersthereby, which notice or other action is expressly waived by the Credit Parties. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agentcould not be adequately compensated for in monetary damages alone; therefore, each Lender hasparty agrees that, in addition to the extent permitted by lawany other remedies at law or otherwise, a separate right of payment and each party shall be considered a separate “creditor” holding a separate “claim” within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. In case any one or more of the covenants and/or agreements set forth in this Agreement or any other Senior Finance Document shall have been breached by any Credit Party, then the Administrative Agent may proceed entitled to protect and enforce the Lenders’ rights either by suit in equity and/or by action at law, including an action for damages as a result of any such breach and/or an action for specific performance of any such covenant provisions of the Related Agreements or agreement contained in an injunction to be issued by a court of competent jurisdiction pursuant to Section 11.5 of this Agreement or restraining and enjoining any violation of such provisions, in addition to such other Senior Finance Documentequitable or legal remedies as such court may determine. Without limitation Purchaser hereby further acknowledges that, in light of the foregoingmaterial obligations that are owed and will be owed by Purchaser and Purchaser Subsidiaries to Sellers under this Agreement and the Related Agreements in the future, the Borrower agrees that failure remedies available to comply with any of the covenants contained herein will cause irreparable harm and that specific performance shall be available in the event of any breach thereof. The Administrative Agent acting Sellers pursuant to this paragraph shall Agreement and the Related Agreements are a material and integral part of the consideration to be indemnified received by Sellers hereunder and thereunder and that, but for the Borrower against all liabilityavailability of such remedies and Sellers' ability to enforce them, loss or damageSellers would not consummate the transactions contemplated by this Agreement and the Related Agreements. Accordingly, together with all reasonable costs Purchaser and expenses related thereto each Purchaser Subsidiary (including reasonable legal any statutory or other successors and accounting fees permitted assigns) hereby agree that it will not assert in any claim, or raise as a defense to any claim, that any remedy specifically provided for in the Related Agreements, including without limitation, rights of recapture or offset and expenses) in accordance with Section 10.05recoupment, is not valid, binding or enforceable, or that the terms of the SLD Reserve Trust Agreement, the SLDI Reserve Trust Agreement, the SLD Security Trust Agreement, or the SLDI Security Trust Agreement are not valid, binding or enforceable.