Actions Under Support Documents. (a) The Collateral Agent shall not be obligated to take any action under this Agreement or any of the other Loan Documents except for the performance of such duties as are specifically set forth herein or therein. Notwithstanding the foregoing, subject to the provisions of Article V and Section 7.04, the Collateral Agent shall take any action under or with respect to the Loan Documents that is requested by the Applicable Lenders and which is not inconsistent with or contrary to the provisions of this Agreement or the other Loan Documents. The Collateral Agent may take, but shall have no obligation to take, any and all such actions under the Loan Documents or any of them to which it is a party or otherwise as the Collateral Agent shall deem to be in the best interests of the Secured Parties in order to maintain the Collateral pledged to it and protect and preserve such Collateral and the rights of the Secured Parties in respect thereof; provided, however, that, except as provided in paragraph (b) below or the last sentence of Section 5.03(d), in the absence of written instructions (which may relate to the exercise of specific remedies or to the exercise of remedies in general) from the Applicable Lenders, the Collateral Agent shall not foreclose any Lien on the Collateral or exercise any other remedies available to the Collateral Agent under any Loan Documents with respect to the Collateral or any part thereof. (b) If the Collateral Agent has requested instructions from the Applicable Lenders at a time when an Acceleration shall have occurred and the Applicable Lenders have not responded to such request within 30 days after such request is made, the Collateral Agent may take, but shall have no obligation to take, any and all actions under the Loan Documents or any of them or otherwise, including foreclosure of any Lien or any other exercise of remedies, as the Collateral Agent, in good faith, shall determine to be in the interests of the Secured Parties; provided, however, that, if instructions are thereafter received from the Secured Parties, then the actions of the Collateral Agent shall be subject to paragraph (a) above. 215 5
Appears in 1 contract
Actions Under Support Documents. Notices of -------------------------------- ---------- Enforcement; Etc.
(a) The Collateral Agent shall not be obligated to take any ----------------- action under this Agreement or any of the other Loan Support Documents except for the performance of such duties as are specifically set forth herein or therein. Notwithstanding .
(b) A Notice of Enforcement may be delivered only by:
(i) the foregoingRequired Secured Parties;
(ii) the Required Non-Vendor Secured Parties; provided that, subject at the -------- time such Notice of Enforcement is delivered, the aggregate amount of outstanding Principal Obligations held by all Non-Vendor Secured Parties is greater than or equal to the lesser of (A) 15% of the aggregate amount of outstanding Principal Obligations and (B) $50,000,000; or
(iii) the Required Credit Facility Parties under any Credit Facility; provided that, at the time such Notice of Enforcement is -------- delivered, (A) the aggregate amount of outstanding Principal Obligations under such Credit Facility is greater than or equal to 15% of the aggregate amount of outstanding Principal Obligations, (B) the aggregate amount of outstanding Principal Obligations held by all Non-Vendor Secured Parties is less than the lesser of (1) 15% of the aggregate amount of outstanding Principal Obligations and (2) $50,000,000, and (C) an event of default has occurred and is continuing under such Credit Facility that permits the Obligations thereunder to be declared due and payable prior to the stated maturity thereof pursuant to the terms of such Credit Facility (or such Obligations have become due and payable and have not been paid) and a period of 90 days has lapsed during which such event of default has been continuing and has not been cured or waived (or such Obligations have not been paid, as the case may be).
(c) A Notice of Cancelation of Enforcement may be delivered only by:
(i) the Required Secured Parties; provided that such Notice of -------- Cancelation of Enforcement pertains to a Notice of Enforcement delivered by the Required Secured Parties;
(ii) the Required Non-Vendor Secured Parties; provided that, at the -------- time such Notice of Cancelation of Enforcement is delivered, the aggregate amount of outstanding Principal Obligations held by all Non-Vendor Secured Parties is greater than or equal to the lesser of (A) 15% of the aggregate amount of outstanding Principal Obligations and (B) $50,000,000; or
(iii) the Required Credit Facility Parties under any Credit Facility; provided that such Notice of Cancelation of Enforcement pertains to a -------- Notice of Enforcement delivered by the Required Credit Facility Parties under the same Credit Facility.
(d) Subject to the provisions of Article V and Section 7.04VII, the Collateral Agent shall take any action under or with respect to the Loan Support Documents that is requested by the Applicable Lenders and which is not inconsistent with or contrary to the provisions of this Agreement or any other Support Document and which is in accordance with written instructions that the Collateral Agent has received from:
(i) at any time when a Notice of Enforcement is in effect:
(A) the Required Secured Parties; provided that such instructions are -------- not inconsistent with any written instructions given by the Required Non- Vendor Secured Parties if, at such time, the aggregate amount of outstanding Principal Obligations held by all Non-Vendor Secured Parties is greater than or equal to the lesser of (A) 15% of the aggregate amount of outstanding Principal Obligations and (B) $50,000,000;
(B) the Required Non-Vendor Secured Parties; provided that, at such -------- time, the aggregate amount of outstanding Principal Obligations held by all Non-Vendor Secured Parties is greater than or equal to the lesser of (A) 15% of the aggregate amount of outstanding Principal Obligations and (B) $50,000,000; or
(C) subject to conflicting instructions that the Collateral Agent is required to follow pursuant to Section 4.03, the Required Credit Facility Parties under any Credit Facility; provided that such Notice of Enforcement -------- was delivered by the Required Credit Facility Parties under the same Credit Facility; and
(ii) at any other Loan Documents. time, the Required Committed Secured Parties.
(e) The Collateral Agent may take, but shall have no obligation to take, not exercise any and all such actions remedy under the Loan Documents or any of them to which it is a party or otherwise as the Collateral Agent shall deem to be in the best interests Section 9- 505(2) of the Secured Parties Uniform Commercial Code, as in order to maintain the Collateral pledged to it and protect and preserve such Collateral and the rights of the Secured Parties effect in respect thereof; provided, however, thatany applicable jurisdiction, except as provided in paragraph (b) below or with the last sentence consent of Section 5.03(d), in the absence of written instructions (which may relate to the exercise of specific remedies or to the exercise of remedies in general) from the Applicable Lenders, the Collateral Agent shall not foreclose any Lien on the Collateral or exercise any other remedies available to the Collateral Agent under any Loan Documents with respect to the Collateral or any part thereofeach Secured Party affected thereby.
(b) If the Collateral Agent has requested instructions from the Applicable Lenders at a time when an Acceleration shall have occurred and the Applicable Lenders have not responded to such request within 30 days after such request is made, the Collateral Agent may take, but shall have no obligation to take, any and all actions under the Loan Documents or any of them or otherwise, including foreclosure of any Lien or any other exercise of remedies, as the Collateral Agent, in good faith, shall determine to be in the interests of the Secured Parties; provided, however, that, if instructions are thereafter received from the Secured Parties, then the actions of the Collateral Agent shall be subject to paragraph (a) above. 215 5
Appears in 1 contract
Actions Under Support Documents. Notices of -------------------------------- ---------- Enforcement; Etc.
(a) The Collateral Agent shall not be obligated to take any ----------------- action under this Agreement or any of the other Loan Support Documents except for the performance of such duties as are specifically set forth herein or therein. Notwithstanding the foregoing, subject to the provisions of Article V and Section 7.04, the Collateral Agent shall take any action under or with respect to the Loan Documents that is requested by the Applicable Lenders and which is not inconsistent with or contrary to the provisions of this Agreement or the other Loan Documents. The Collateral Agent may take, but shall have no obligation to take, any and all such actions under the Loan Documents or any of them to which it is a party or otherwise as the Collateral Agent shall deem to be in the best interests of the Secured Parties in order to maintain the Collateral pledged to it and protect and preserve such Collateral and the rights of the Secured Parties in respect thereof; provided, however, that, except as provided in paragraph (b) below or the last sentence of Section 5.03(d), in the absence of written instructions (which may relate to the exercise of specific remedies or to the exercise of remedies in general) from the Applicable Lenders, the Collateral Agent shall not foreclose any Lien on the Collateral or exercise any other remedies available to the Collateral Agent under any Loan Documents with respect to the Collateral or any part thereof.
(b) If A Notice of Enforcement may be delivered only by:
(i) the Collateral Agent Required Secured Parties;
(ii) the Required Non-Vendor Secured Parties; provided that, at the -------- time such Notice of Enforcement is delivered, the aggregate amount of outstanding Principal Obligations held by all Non-Vendor Secured Parties is greater than or equal to the lesser of (A) 15% of the aggregate amount of outstanding Principal Obligations and (B) $50,000,000; or
(iii) the Required Credit Facility Parties under any Credit Facility; provided that, at the time such Notice of Enforcement is -------- delivered, (A) the aggregate amount of outstanding Principal Obligations under such Credit Facility is greater than or equal to 15% of the aggregate amount of outstanding Principal Obligations, (B) the aggregate amount of outstanding Principal Obligations held by all Non-Vendor Secured Parties is less than the lesser of (1) 15% of the aggregate amount of outstanding Principal Obligations and (2) $50,000,000, and (C) an event of default has requested instructions from the Applicable Lenders at a time when an Acceleration shall have occurred and is continuing under such Credit Facility that permits the Applicable Lenders Obligations thereunder to be declared due and payable prior to the stated maturity thereof pursuant to the terms of such Credit Facility (or such Obligations have become due and payable and have not responded to been paid) and a period of 90 days has lapsed during which such request within 30 days after event of default has been continuing and has not been cured or waived (or such request is made, the Collateral Agent may take, but shall Obligations have no obligation to take, any and all actions under the Loan Documents or any of them or otherwise, including foreclosure of any Lien or any other exercise of remediesnot been paid, as the Collateral Agent, in good faith, shall determine to be in the interests of the Secured Parties; provided, however, that, if instructions are thereafter received from the Secured Parties, then the actions of the Collateral Agent shall be subject to paragraph (a) above. 215 5case may be).
Appears in 1 contract
Actions Under Support Documents. Notices of -------------------------------- ---------- Enforcement; Etc.
(a) The Collateral Agent shall not be obligated to take any ----------------- action under this Agreement or any of the other Loan Support Documents except for the performance of such duties as are specifically set forth herein or therein. Notwithstanding .
(b) A Notice of Enforcement may be delivered only by:
(i) the foregoingRequired Secured Parties;
(ii) the Required Non-Vendor Secured Parties; provided that, subject at the time such Notice of Enforcement is delivered, the -------- aggregate amount of outstanding Principal Obligations held by all Non- Vendor Secured Parties is greater than or equal to the lesser of (A) 15% of the aggregate amount of outstanding Principal Obligations and (B) $50,000,000; or
(iii) the Required Credit Facility Parties under any Credit Facility; provided that, at the time such Notice of Enforcement is -------- delivered, (A) the aggregate amount of outstanding Principal Obligations under such Credit Facility is greater than or equal to 15% of the aggregate amount of outstanding Principal Obligations, (B) the aggregate amount of outstanding Principal Obligations held by all Non-Vendor Secured Parties is less than the lesser of (1) 15% of the aggregate amount of outstanding Principal Obligations and (2) $50,000,000, and (C) an event of default has occurred and is continuing under such Credit Facility that permits the Obligations thereunder to be declared due and payable prior to the stated maturity thereof pursuant to the terms of such Credit Facility (or such Obligations have become due and payable and have not been paid) and a period of 90 days has lapsed during which such event of default has been continuing and has not been cured or waived (or such Obligations have not been paid, as the case may be).
(c) A Notice of Cancelation of Enforcement may be delivered only by:
(i) the Required Secured Parties; provided that such Notice of -------- Cancelation of Enforcement pertains to a Notice of Enforcement delivered by the Required Secured Parties;
(ii) the Required Non-Vendor Secured Parties; provided that, at the -------- time such Notice of Cancelation of Enforcement is delivered, the aggregate amount of outstanding Principal Obligations held by all Non-Vendor Secured Parties is greater than or equal to the lesser of (A) 15% of the aggregate amount of outstanding Principal Obligations and (B) $50,000,000; or
(iii) the Required Credit Facility Parties under any Credit Facility; provided that such Notice of Cancelation of Enforcement pertains to a -------- Notice of Enforcement delivered by the Required Credit Facility Parties under the same Credit Facility.
(d) Subject to the provisions of Article V and Section 7.04VII, the Collateral Agent shall take any action under or with respect to the Loan Support Documents that is requested by the Applicable Lenders and which is not inconsistent with or contrary to the provisions of this Agreement or any other Support Document and which is in accordance with written instructions that the Collateral Agent has received from:
(i) at any time when a Notice of Enforcement is in effect:
(A) the Required Secured Parties; provided that such instructions are -------- not inconsistent with any written instructions given by the Required Non- Vendor Secured Parties if, at such time, the aggregate amount of outstanding Principal Obligations held by all Non-Vendor Secured Parties is greater than or equal to the lesser of (A) 15% of the aggregate amount of outstanding Principal Obligations and (B) $50,000,000;
(B) the Required Non-Vendor Secured Parties; provided that, at such -------- time, the aggregate amount of outstanding Principal Obligations held by all Non-Vendor Secured Parties is greater than or equal to the lesser of (A) 15% of the aggregate amount of outstanding Principal Obligations and (B) $50,000,000; or
(C) subject to conflicting instructions that the Collateral Agent is required to follow pursuant to Section 4.03, the Required Credit Facility Parties under any Credit Facility; provided that such Notice of Enforcement -------- was delivered by the Required Credit Facility Parties under the same Credit Facility; and
(ii) at any other Loan Documents. time, the Required Committed Secured Parties.
(e) The Collateral Agent may take, but shall have no obligation to take, not exercise any and all such actions remedy under the Loan Documents or any of them to which it is a party or otherwise as the Collateral Agent shall deem to be in the best interests Section 9- 505(2) of the Secured Parties Uniform Commercial Code, as in order to maintain the Collateral pledged to it and protect and preserve such Collateral and the rights of the Secured Parties effect in respect thereof; provided, however, thatany applicable jurisdiction, except as provided in paragraph (b) below or with the last sentence consent of Section 5.03(d), in the absence of written instructions (which may relate to the exercise of specific remedies or to the exercise of remedies in general) from the Applicable Lenders, the Collateral Agent shall not foreclose any Lien on the Collateral or exercise any other remedies available to the Collateral Agent under any Loan Documents with respect to the Collateral or any part thereofeach Secured Party affected thereby.
(b) If the Collateral Agent has requested instructions from the Applicable Lenders at a time when an Acceleration shall have occurred and the Applicable Lenders have not responded to such request within 30 days after such request is made, the Collateral Agent may take, but shall have no obligation to take, any and all actions under the Loan Documents or any of them or otherwise, including foreclosure of any Lien or any other exercise of remedies, as the Collateral Agent, in good faith, shall determine to be in the interests of the Secured Parties; provided, however, that, if instructions are thereafter received from the Secured Parties, then the actions of the Collateral Agent shall be subject to paragraph (a) above. 215 5
Appears in 1 contract
