Common use of Duties in the Case of Enforcement Clause in Contracts

Duties in the Case of Enforcement. In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent shall, if (a) so requested by the Requisite Lenders or, following the Standstill Termination Date, the Requisite Tranche B Lenders and (b) the Lenders have provided to the Agent such additional indemnities and assurances against expenses and liabilities as the Agent may reasonably request, proceed to enforce the provisions of this Agreement and the other Collateral Documents authorizing the sale or other disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. The Requisite Lenders or, following the Standstill Termination Date if the Requisite Lenders have not already done so, the Requisite Tranche B Lenders may direct the Agent in writing as to the method and the extent of any such sale or other disposition, the Lenders hereby agreeing to indemnify and hold the Agent harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions other than liabilities resulting from the Agent’s gross negligence or willful misconduct, provided that (i) the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction and (ii) the Tranche B Lenders shall have no right to instruct the Agent as to the exercise of any rights or remedies to the extent that the Agent is diligently exercising its rights and remedies at the direction of the Requisite Lenders.

Duties in the Case of Enforcement. In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent shall, if (a) so requested by the Requisite Lenders orRequired Lenders, following the Standstill Termination Date, the Requisite Tranche B Lenders and (b) the Lenders have provided to the Agent such additional indemnities and assurances against expenses and liabilities as the Agent may reasonably request, proceed to enforce the provisions of this Agreement and the other Collateral Loan Documents authorizing the sale or other disposition of all or any 124 part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. The Requisite Lenders or, following the Standstill Termination Date if the Requisite Lenders have not already done so, the Requisite Tranche B Required Lenders may direct the Agent in writing as to the method and the extent of any such sale or other disposition, the Lenders hereby agreeing to indemnify and hold the Agent Agent, harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions other than liabilities resulting from the Agent’s gross negligence or willful misconductdirections, provided that (i) the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s 's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction and (ii) the Tranche B Lenders jurisdiction. THE FOREGOING INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AGENT, provided only that Agent shall have no right not be entitled under this section to instruct the Agent as to the exercise receive indemnification for that portion, if any, of any rights liabilities and costs which is proximately caused by its own individual gross negligence or remedies to the extent that the Agent is diligently exercising its rights and remedies at the direction of the Requisite Lenderswillful misconduct, as determined in a final judgment.

Duties in the Case of Enforcement. Each Lender agrees that, except as set forth in Section 10.1(h), no Lender shall have the right individually (i) to realize upon the security created under this Agreement or the other Financing Agreements, (ii) to enforce any provision of this Agreement or the other Financing Agreements or to exercise any remedy hereunder or thereunder, or (iii) to make demand under this Agreement or any other Financing Agreement. In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent shall, if (a) so requested by the Requisite Lenders or, following the Standstill Termination Date, the Requisite Tranche B Majority Lenders and (b) the Lenders have provided to the Agent such additional indemnities and assurances against expenses and liabilities as the Agent may reasonably request, proceed to enforce the provisions of this Agreement and hereof, the other Collateral Documents Financing Agreements authorizing the sale or other disposition of all or any part of the Collateral Collateral, and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. The Requisite Lenders or, following the Standstill Termination Date if the Requisite Lenders have not already done so, the Requisite Tranche B Majority Lenders may direct the Agent in writing as to the method and the extent of any such sale or other disposition, the Lenders hereby agreeing to indemnify and hold the Agent Agent, harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions other than liabilities resulting from the Agent’s gross negligence or willful misconductdirections, provided that (i) the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s 's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction and (ii) the Tranche B Lenders shall have no right to instruct the Agent as to the exercise of any rights or remedies to the extent that the Agent is diligently exercising its rights and remedies at the direction of the Requisite Lendersjurisdiction.

Duties in the Case of Enforcement. In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent shall, if (a) so requested by the Requisite Lenders or, following the Standstill Termination Date, the Requisite Tranche B Lenders Banks and (b) the Lenders Banks have provided to the Agent such additional indemnities and assurances against expenses and liabilities as the Agent may reasonably request, proceed to enforce the provisions of this Agreement and the other Collateral Security Documents authorizing the sale or other disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. The Requisite Lenders or, following the Standstill Termination Date if the Requisite Lenders have not already done so, the Requisite Tranche B Lenders Banks may direct the Agent in writing as to the method and the extent of any such sale or other disposition, the Lenders Banks hereby agreeing to indemnify and hold the Agent harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions other than liabilities resulting from the Agent’s gross negligence or willful misconductdirections, provided that (i) the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s 's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction and (ii) jurisdiction. Notwithstanding the Tranche B Lenders shall have no right to instruct foregoing, the Agent as shall not be required to obtain the consent of the Banks to its taking any action with respect to the exercise Loans if immediate action is required to be taken in the best interest of any rights the Banks to preserve or remedies to protect the extent Collateral or the continued perfection or priority of the Agent's security title and lien on the Collateral or the continued enforceability of the Loan Documents; provided however, that the Agent is diligently exercising its rights and remedies at shall endeavor to notify the direction Banks of the Requisite Lendersany such actions as soon as practicable.

Duties in the Case of Enforcement. In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent shall, if (a) so requested by the Requisite Lenders orRequired Lenders, following the Standstill Termination Date, the Requisite Tranche B Lenders and (b) the Lenders have provided to the Agent such additional indemnities and assurances against expenses and liabilities as the Agent may reasonably request, proceed to enforce the provisions of this Agreement and the other Collateral Loan Documents authorizing the sale or other disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. The Requisite Lenders or, following the Standstill Termination Date if the Requisite Lenders have not already done so, the Requisite Tranche B Required Lenders may direct the Agent in writing as to the method and the extent of any such sale or other disposition, the Lenders hereby agreeing to indemnify and hold the Agent Agent, harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions other than liabilities resulting from the Agent’s gross negligence or willful misconduct141 directions, provided that (i) the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction and (ii) the Tranche B Lenders jurisdiction. THE FOREGOING INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH LIABILITIES AND COSTS ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR CAUSED, IN WHOLE OR IN PART BY ANY NEGLIGENT ACT OR OMISSION OF ANY KIND BY AGENT. Agent shall have no right not be entitled under this section to instruct the Agent as to the exercise receive indemnification for that portion, if any, of any rights liabilities and costs which is proximately caused by its own individual gross negligence or remedies to the extent that the Agent is diligently exercising its rights and remedies at the direction of the Requisite Lenderswillful misconduct, as determined in a final judgment.

Duties in the Case of Enforcement. In case one or more Events of Default have occurred and shall be continuing, and whether or not acceleration of the Obligations shall have occurred, the Agent shall, if (a) so requested by the Requisite Lenders or, following the Standstill Termination Date, the Requisite Tranche B Lenders Banks and (b) the Lenders Banks have provided to the Agent such additional indemnities and assurances against expenses and liabilities as the Agent may reasonably request, proceed to enforce the provisions of this Agreement and the other Collateral Security Documents authorizing the sale or other - 64 - disposition of all or any part of the Collateral and exercise all or any such other legal and equitable and other rights or remedies as it may have in respect of such Collateral. The Requisite Lenders or, following the Standstill Termination Date if the Requisite Lenders have not already done so, the Requisite Tranche B Lenders Banks may direct the Agent in writing as to the method and the extent of any such sale or other disposition, the Lenders Banks hereby agreeing to indemnify and hold the Agent harmless from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions other than liabilities resulting from the Agent’s gross negligence or willful misconductdirections, provided that (i) the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s 's compliance with such direction to be unlawful or commercially unreasonable in any applicable jurisdiction and (ii) jurisdiction. Notwithstanding the Tranche B Lenders foregoing, Agent shall have no right not be required to instruct obtain the Agent as consent of the Banks to its taking any action with respect to the exercise Loans if immediate action is required to be taken in the best interest of the Banks to preserve or protect the Collateral or the continued perfection or priority of the Agent's security title and lien on the Collateral or the continued enforceability of the Loan Documents; provided however, that Agent shall endeavor to notify the Banks of any rights or remedies to the extent that the Agent is diligently exercising its rights and remedies at the direction of the Requisite Lenderssuch actions as soon as practicable.