Common use of Default; Collateral Clause in Contracts

Default; Collateral. Upon the occurrence and continuance of a Default or an Event of Default, Agent shall make a recommendation to Lenders of any actions to be taken, and each Lender agrees to promptly confer with the other Lenders in order that Lenders can consider such course of action or any other actions to be taken for the enforcement of the Rights of Lenders; provided that Agent shall be entitled (but not obligated) to proceed to take any actions necessary in its reasonable judgment to preserve Rights, pending agreement by Lenders on the course of action to be taken. If the Required Lenders cannot agree on a course of action to be taken within sixty (60) days following Agent's initial recommendation, Agent shall thereafter take such action as Agent deems advisable to enforce the Rights of Lenders; provided, that if, after Agent has begun taking such action, the Required Lenders agree on a course of action contrary to that undertaken by Agent, then Agent shall change its course of action so as to follow the course of action agreed upon by the Required Lenders. Any action directed or approved by the Required Lenders, including without limitation, any exercise of remedies or initiation of suit or other legal proceedings, shall be binding upon each Lender. In actions with respect to any property of Borrower or any Guarantor, Agent is acting for the account of each Lender to the extent of each Lender's Aggregate Loan Percentage. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebted ness or obligations of Borrower or any Guarantor to the Obligations shall be construed as being for the benefit of each Lender to the extent of its respective Aggregate Loan Percentage. If Agent acquires any security for the Obligations or any guaranty of the Obligations upon or in lieu of foreclosure, the same shall be held for the benefit of each Lender in proportion to such Lender's respective Aggregate Loan Percentage. Lenders agree, among themselves, that unless otherwise agreed to by Agent and the Required Lenders, all monies collected or received by Agent after the occurrence of an Event of Default in respect of the security for the Credit Facilities, directly or indirectly, or by any other means shall be applied (a) to the Administrative Fee and all costs of collection or maintenance of the Collateral, and then to either interest or principal of the Credit Facilities as recommended by Agent and approved by the Required Lenders (except that any amounts to be applied to interest or principal shall be distributed to Lenders based on their Aggregate Loan Percentage) until the Credit Facilities (including the Competitive Bid Loans) are paid in full, (b) to the amounts owed to any Lender under any Interest and Foreign Exchange Hedge Agreement, only after payment in full of the outstanding principal and interest under the Credit Facilities, and (c) to the amounts owed under the Bridge Debt, but only after payment in full of the outstanding principal and interest under the Credit Facilities and the amounts owed to all Lenders under any Interest and Foreign Exchange Hedge Agreement.

Default; Collateral. Upon the occurrence and continuance of a Default or an Event of Default, Administrative Agent shall make a recommendation to Lenders of any actions to be taken, and each Lender agrees to promptly confer with the other Lenders in order that Lenders can consider such course of action or any other actions to be taken for the enforcement of the Rights of Lenders; provided that Administrative Agent shall be entitled (but not obligated) to proceed to take any actions necessary in its reasonable judgment to preserve Rights, pending agreement by Lenders on the course of action to be taken. If the Required Lenders cannot agree on a course of action to be taken within sixty (60) days following Administrative Agent's initial recommendation, Administrative Agent shall thereafter take such action as Administrative Agent deems advisable to enforce the Rights of Lenders; provided, that if, after Administrative Agent has begun taking such action, the Required Lenders agree on a course of action contrary to that undertaken by Administrative Agent, then Administrative Agent shall change its course of action so as to follow the course of action agreed upon by the Required Lenders. Any action directed or approved by the Required Lenders, including without limitation, any exercise of remedies or initiation of suit or other legal proceedings, shall be binding upon each Lender. In actions with respect to any property of Borrower or any Guarantor, Administrative Agent is acting for the account of each Lender to the extent of each Lender's Aggregate Loan Percentage. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebted ness or obligations of Borrower or any Guarantor to the Obligations shall be construed as being for the benefit of each Lender to the extent of its respective Aggregate Loan Percentage. If Administrative Agent acquires any security for the Obligations or any guaranty of the Obligations upon or in lieu of foreclosure, the same shall be held for the benefit of each Lender in proportion to such Lender's respective Aggregate Loan Percentage. Lenders agree, among themselves, that unless otherwise agreed to by Administrative Agent and the Required Lenders, all monies collected or received by Administrative Agent after the occurrence of an Event of Default in respect of the security for the Credit Facilities, directly or indirectly, or by any other means shall be applied (a) to the Administrative Fee Fees and all costs of collection or maintenance of the Collateral, and then to either interest or principal of the Credit Facilities as recommended by Administrative Agent and approved by the Required Lenders (except that any amounts to be applied to interest or principal shall be distributed to Lenders based on their Aggregate Loan Percentage) until the Credit Facilities (including the Competitive Bid Loans) are paid in full, (b) to the amounts owed to any Lender under any Interest and Foreign Exchange Hedge Agreement, only after payment in full of the outstanding principal and interest under the Credit Facilities, and (c) to the amounts owed under the Bridge Debt, but only after payment in full of the outstanding principal and interest under the Credit Facilities and the amounts owed to all Lenders under any Interest and Foreign Exchange Hedge Agreement.

Default; Collateral. Upon the occurrence and continuance of a Default or an Event of Default, Administrative Agent shall make a recommendation to Lenders of any actions to be taken, and each Lender agrees to promptly confer with the other Lenders in order that Lenders can consider such course of action or any other actions to be taken for the enforcement of the Rights of Lenders; provided that Administrative Agent shall be entitled (but not obligated) to proceed to take any actions necessary in its reasonable judgment to preserve Rights, pending agreement by Lenders on the course of action to be taken. If the Required Lenders cannot agree on a course of action to be taken within sixty (60) days following Administrative Agent's initial recommendation, Administrative Agent shall thereafter take such action as Administrative Agent deems advisable to enforce the Rights of Lenders; provided, that if, after Administrative Agent has begun taking such action, the Required Lenders agree on a course of action contrary to that undertaken by Administrative Agent, then Administrative Agent shall change its course of action so as to follow the course of action agreed upon by the Required Lenders. Any action directed or approved by the Required Lenders, including without limitation, any exercise of remedies or initiation of suit or other legal proceedings, shall be binding upon each Lender. In actions with respect to any property of Borrower or any Guarantor, Administrative Agent is acting for the account of each Lender to the extent of each Lender's Aggregate Loan Percentage. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebted ness indebtedness or obligations of Borrower or any Guarantor to the Obligations shall be construed as being for the benefit of each Lender to the extent of its respective Aggregate Loan Percentage. If Administrative Agent acquires any security for the Obligations or any guaranty of the Obligations upon or in lieu of foreclosure, the same shall be held for the benefit of each Lender in proportion to such Lender's respective Aggregate Loan Percentage. Lenders agree, among themselves, that unless otherwise agreed to by Administrative Agent and the Required Lenders, all monies collected or received by Administrative Agent after the occurrence of an Event of Default in respect of the security for the Credit Facilities, directly or indirectly, or by any other means shall be applied (a) to the Administrative Fee Fees and all costs of collection or maintenance of the Collateral, and then to either interest or principal of the Credit Facilities as recommended by Administrative Agent and approved by the Required Lenders (except that any amounts to be applied to interest or principal shall be distributed to Lenders based on their Aggregate Loan Percentage) until the Credit Facilities (including the Competitive Bid Loans) are paid in full, (b) to the amounts owed to any Lender under any Interest and Foreign Exchange Hedge Agreement, only after payment in full of the outstanding principal and interest under the Credit Facilities, and (c) to the amounts owed under the Bridge Debt, but only after payment in full of the outstanding principal and interest under the Credit Facilities and the amounts owed to all Lenders under any Interest and Foreign Exchange Hedge Agreement.

Default; Collateral. Upon the occurrence and continuance of a Default or an Event of Default, Agent shall make a recommendation to Lenders of any actions to be taken, taken and each Lender agrees of the Lenders agree to promptly confer with the other Lenders in order that Lenders can consider such course of action or any other actions to be taken for the enforcement of the Rights of Lenders; provided that Agent shall be entitled (but not obligated) to proceed to take any actions necessary in its reasonable judgment to preserve Rights, pending agreement by Lenders on the course of action to be taken. If the Required Lenders cannot agree on a course of action to be taken within sixty (60) days following Agent's initial recommendation, Agent shall thereafter take such action as Agent deems advisable to enforce the Rights of Lenders; provided, that if, after Agent has begun taking such action, the Required Lenders agree on a course of action contrary to that undertaken by Agent, then Agent shall change its course of action so as to follow the course of action agreed upon by the Required Lenders. Any action directed or approved by the Required Lenders, including without limitation, any exercise of remedies or initiation of suit or other legal proceedings, shall be binding upon each Lender. In actions with respect to any property of Borrower or any GuarantorBorrowers, Agent is acting for the account of each Lender to the extent of each Lender's Aggregate Loan Percentage. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebted ness indebtedness or obligations of Borrower or any Guarantor Borrowers to the Obligations shall be construed as being for the benefit of each Lender to the extent of its respective Aggregate Loan Percentage. If Agent acquires any security for the Obligations or any guaranty of the Obligations upon or in lieu of foreclosure, the same shall be held for the benefit of each Lender in proportion to such Lender's respective Aggregate Loan Percentage. Lenders agree, among themselves, that unless otherwise agreed to by Agent and the Required Lenders, all monies collected or received by Agent after the occurrence of an Event of Default in respect of the security for of the Credit Facilities, directly or indirectly, or by any other means shall be applied (a) to the Administrative Fee and all costs of collection or maintenance of the Collateral, and then to either interest or principal of the Credit Facilities as recommended by Agent and approved by the Required Lenders (except that any amounts to be applied to interest or principal shall be distributed to Lenders based on their Aggregate Loan Percentage) until the Credit Facilities (including the Competitive Bid Loans) are paid in fullLenders, (b) as to proceeds received by Lenders from the liquidation of any Eligible Investments, and related Approved Loans, included in the Collateral, such proceeds shall be applied first to reduce the Portfolio Facility and then to reduce the Corporate Facility, and (c) to the amounts owed to any Lender under any Interest and Foreign Exchange Hedge Agreement, only after payment in full of the outstanding principal and interest under the Credit Facilities, and (c) to the amounts owed under the Bridge Debt, but only after payment in full of the outstanding principal and interest under the Credit Facilities and the amounts owed to all Lenders under any Interest and Foreign Exchange Hedge AgreementBridge Loan.

Default; Collateral. Upon the occurrence and continuance of a Default or an Event of Default, Agent shall make a recommendation to Lenders of any actions to be taken, and each Lender agrees agree to promptly confer with the other Lenders in order that Required Lenders can consider such or Lenders, as the case may be, may agree upon a course of action or any other actions to be taken for the enforcement of the Rights of Lenders; provided that and Administrative Agent shall be entitled to refrain from taking any action (but not obligatedwithout incurring any liability to any Person for so refraining) to proceed to take any actions necessary in its reasonable judgment to preserve Rights, pending agreement by Lenders on the course of action to be taken. If the Required Lenders cannot agree on a course of action to be taken within sixty (60) days following Agent's initial recommendation, UNLESS and until Administrative Agent shall thereafter take such action as Agent deems advisable to enforce the Rights of Lenders; provided, that if, after Agent has begun taking such action, the Required Lenders agree on a course of action contrary to that undertaken by Agent, then Agent shall change its course of action so as to follow the course of action agreed upon by the have received instructions from Required Lenders. Any All Rights of action directed or approved under the Loan Documents and all Rights to the Collateral, if any, hereunder may be enforced by the Required Lenders, including without limitation, Administrative Agent and any exercise of remedies or initiation of suit or other legal proceedings, proceeding instituted by Administrative Agent in furtherance of such enforcement shall be binding upon each brought in its name as Administrative Agent without the necessity of joining as plaintiffs or defendants any other Lender, and the recovery of any judgment shall be for the benefit of Lenders subject to the expenses of Administrative Agent. In actions with respect to any property of Borrower or any GuarantorBorrower, Administrative Agent is acting for the account of each Lender to the extent ratable benefit of each Lender's Aggregate Loan Percentage. Any and all agreements to subordinate (whether made heretofore or hereafter) other indebted ness indebtedness or obligations of Borrower or any Guarantor to the Obligations Obligation shall be construed as being for the ratable benefit of each Lender. Each Lender authorizes and directs Administrative Agent to enter into the extent of its respective Aggregate Loan Percentage. If Agent acquires any security for the Obligations or any guaranty of the Obligations upon or in lieu of foreclosure, the same shall be held Collateral Documents for the benefit of the Lenders. EXCEPT to the extent unanimity (or other percentage set forth in SECTION 13.11) is required hereunder, each Lender agrees that any action taken by the Required Lenders in proportion to such Lender's respective Aggregate accordance with the provisions of the Loan Percentage. Lenders agreeDocuments, among themselves, that unless otherwise agreed to by Agent and the exercise by the Required Lenders of the powers set forth herein or therein, TOGETHER WITH such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. Administrative Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. Administrative Agent shall have no obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists or is owned by any Company or is cared for, protected, or insured or has been encumbered or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all monies collected or received by in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the Rights granted or available to Administrative Agent after in this SECTION 12.6 or in any of the occurrence of an Event of Default Collateral Documents; IT BEING UNDERSTOOD and agreed that in respect of the security Collateral, or any act, omission, or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent's own interest in the Collateral as one of the Lenders and that Administrative Agent shall have no duty or liability whatsoever to any Lender, OTHER THAN to act without gross negligence or willful misconduct. Lenders hereby irrevocably authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent upon any Collateral: (i) upon termination of the Total Commitment and payment and satisfaction of the Obligation; (ii) constituting property in which no Company owned an interest at the time the Lien was granted or at any time thereafter; (iii) constituting property leased to a Company under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and which has not been, and is not intended by such Company to be, renewed; (iv) consisting of an instrument evidencing Debt pledged to Administrative Agent (for the Credit Facilitiesbenefit of Lenders), directly or indirectly, or by any other means shall be applied (a) to if the Administrative Fee and all costs of collection or maintenance of the Collateral, and then to either interest or principal of the Credit Facilities as recommended by Agent and approved by the Required Lenders (except that any amounts to be applied to interest or principal shall be distributed to Lenders based on their Aggregate Loan Percentage) until the Credit Facilities (including the Competitive Bid Loans) are Debt evidenced thereby has been paid in full; (v) upon the sale, (b) transfer, or disposition of Collateral which is expressly permitted pursuant to the amounts owed Loan Documents, including, without limitation, under SECTION 9.23; (vi) as contemplated in SECTION 6.4; or (vii) if approved, authorized, or ratified in writing by all necessary Lenders. Upon request by Administrative Agent at any time, Lenders will confirm in writing Administrative Agent's authority to any Lender under any Interest and Foreign Exchange Hedge Agreement, only after payment in full release particular types or items of the outstanding principal and interest under the Credit Facilities, and (c) Collateral pursuant to the amounts owed under the Bridge Debt, but only after payment in full of the outstanding principal and interest under the Credit Facilities and the amounts owed to all Lenders under any Interest and Foreign Exchange Hedge Agreementthis SECTION 12.6.