Common use of Duties of Collateral Agent Clause in Contracts

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Secured Bank Creditor hereby and each Noteholder irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to therein and to exercise such powers thereunder as are specifically delegated to the Collateral Agent by the terms thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Secured Creditors to enforce the rights and remedies of the Collateral Agent and the other Secured Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Secured Obligations; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Secured Creditors, (ii) the Collateral Agent shall not, without the written consent of the Required Lenders and the Required Holders, release or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon dispositions of Collateral by a Loan Party as permitted in accordance with the terms of the Credit Agreement and the Note Agreements prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereof), and (iii) the Collateral Agent shall not accept any Secured Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of the Required Lenders and the Required Holders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof as may be directed by, the Required Secured Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is determined by the Collateral Agent in good faith to be contrary to law or the terms of the Collateral Documents or this Agreement or not subject to a reasonably satisfactory indemnity hereunder. Once a direction to take any action has been given by the Required Secured Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Secured Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require the approval of all of the Banks and Noteholders or both the Required Lenders and Required Holders pursuant to the terms of this Agreement, also shall require the approval of all of the Banks and Noteholders or the Required Lenders and Required Holders, as the case may be.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Secured Bank Creditor hereby the Agent and each Noteholder Lender hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to therein and to exercise such powers thereunder as are specifically delegated to the Collateral Agent by the terms thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 4.3 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Secured Creditors Agent and the Lenders to enforce the rights and remedies of the Collateral Agent, the Agent and the other Secured Creditors Lenders provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Secured ObligationsSenior Indebtedness; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) except as otherwise provided herein, the Collateral Agent shall act solely at and in accordance with the written direction of the Required Secured CreditorsSenior Lenders, (ii) the Collateral Agent shall not, without the written consent of all of the Required Lenders and the Required HoldersLenders, release release, reconvey or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon dispositions of Collateral by a Loan Party an Obligor as permitted in accordance with the terms of the Credit Agreement and the Note Agreements Agreement prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereof)hereof and (z) with respect to property in or on which, by the terms of the Credit Agreement and the Note Agreement, a security interest or lien is not required to be granted to the Collateral Agent) and (iii) the Collateral Agent shall not accept any Secured Obligations Senior Indebtedness in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Required Lenders and the Required HoldersLenders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose or otherwise realize upon, collect and dispose of the Collateral or any portion thereof as may be directed by, the Required Secured CreditorsSenior Lenders; provided, however, that the Collateral Agent shall not be required to take any action that is determined by the Collateral Agent in good faith to be contrary to law or the terms of the Collateral Documents or this Agreement or not subject to a reasonably satisfactory indemnity hereunderAgreement. Once a direction to take any action has been given by the Required Secured Creditors Senior Lenders to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Secured CreditorsSenior Lenders, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which shall require the written direction of the Required Senior Lenders) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require the unanimous approval of all of the Banks and Noteholders or both the Required Lenders and Required Holders pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Banks and Noteholders Lenders. The Collateral Agent shall be entitled to assume that no Event of Default or Enforcement exists until either notice has been given to the Collateral Agent of an Event of Default or Enforcement by an Obligor or a Lender, or the Required Lenders Collateral Agent shall have actual knowledge that an Event of Default or Enforcement has occurred (and Required Holders, for this purpose the actual knowledge of the Collateral Agent which is also a Lender or the Agent shall include any actual knowledge which the Collateral Agent may have in its capacity as a Lender or the case may beAgent).

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Secured Bank Creditor hereby and each Noteholder irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to therein in the Collateral Documents and to exercise such powers thereunder under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms thereof of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 hereofof this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Secured Creditors to enforce the rights and remedies of the Collateral Agent and the other Secured Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Secured Obligations; Obligations provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Secured Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Required Lenders and the Required HoldersQualified Creditors, release or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Loan Party Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Credit Agreement Senior Indebtedness Documents and the Note Agreements prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereofof this Section 2(b) and (x) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the March 11, 2011 Purchase Note Agreement and the comparable provision of the Additional Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Secured Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Required Lenders and the Required HoldersQualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof of the Collateral Documents as may be directed by, the Required Secured Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is determined by the Collateral Agent in good faith to be contrary to law or the terms of the Collateral Documents or this Agreement or not subject to a reasonably satisfactory indemnity hereunderAgreement. Once a direction to take any action has been given by the Required Secured Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Secured Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require the unanimous approval of all of the Banks and Noteholders or both the Required Lenders and Required Holders Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Banks and Noteholders or the Required Lenders and Required Holders, as the case may beQualified Creditors.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Secured Bank Creditor hereby and each Noteholder irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to therein in the Collateral Documents and to exercise such powers thereunder under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms thereof of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 hereofof this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Secured Creditors to enforce the rights and remedies of the Collateral Agent and the other Secured Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Secured Obligations; Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Secured Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Required Lenders and the Required HoldersQualified Creditors, release or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Loan Party Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Credit Agreement Senior Indebtedness Documents and the Note Agreements prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereofof this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Secured Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Required Lenders and the Required HoldersQualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof of the Collateral Documents as may be directed by, the Required Secured Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is determined by the Collateral Agent in good faith to be contrary to law or the terms of the Collateral Documents or this Agreement or not subject to a reasonably satisfactory indemnity hereunderAgreement. Once a direction to take any action has been given by the Required Secured Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Secured Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require the unanimous approval of all of the Banks and Noteholders or both the Required Lenders and Required Holders Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Banks and Noteholders or the Required Lenders and Required Holders, as the case may beQualified Creditors.

Duties of Collateral Agent. Subject (a) The Collateral Agent upon receipt of a Notice of Actionable Default furnished to the Collateral Agent having been directed pursuant to the provisions of this Agreement shall promptly furnish copies of the same to the holders of the Obligations. In the event that the Collateral Agent shall receive any material notice from any Creditor or from the Company pursuant to any of the Security Documents, the Collateral Agent shall promptly furnish copies of the same to the holders of the Obligations. The Collateral Agent shall not have any duty or obligation to manage, control, use, sell, dispose of or otherwise deal with the Collateral, or to otherwise take such or refrain from taking any action under, or in accordance with connection with, this Agreement or the Security Documents, except, subject to Section 6.2, as expressly provided by the terms and conditions of this Agreement or the Security Documents, or expressly provided in written instructions received pursuant to the terms of this Agreement. The Collateral Agent may take, each Secured Bank Creditor hereby but shall have no obligation to take, any and each Noteholder irrevocably authorizes all such actions under the Security Documents or any of them or otherwise as it shall deem to be in the best interests of the Creditors in order to maintain the Collateral Agent to take such action on its behalf under and protect and preserve the provisions Collateral and the rights of the Collateral Documents and any other instruments, documents and agreements referred to therein and to exercise such powers thereunder as are specifically delegated to the Collateral Agent by the terms thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Secured Creditors to enforce the rights and remedies of the Collateral Agent and the other Secured Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Secured ObligationsCreditors; provided, however, that, notwithstanding any provision in the absence of written instructions (which may relate to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction exercise of the Required Secured Creditors, (ii) the Collateral Agent shall not, without the written consent of the Required Lenders and the Required Holders, release specific remedies or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon dispositions of Collateral by a Loan Party as permitted in accordance with the terms of the Credit Agreement and the Note Agreements prior to the occurrence exercise of an Event remedies in general) from a Majority of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereof), and (iii) Each Group the Collateral Agent shall not accept foreclose on any Secured Obligations in whole lien or partial consideration for the disposition of any Collateral without the written consent of the Required Lenders and the Required Holders. The Collateral Agent agrees to make such demands and give such notices under security interest on the Collateral or exercise any other remedies available to it under any Security Documents as may be requested by, and with respect to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof as may be directed bypart thereof, the Required Secured Creditors; provided, however, that unless a Majority of Each Group has failed to provide written instructions after the Collateral Agent shall not be required to take any action that has requested in writing such instructions at a time when an Actionable Default is determined by the Collateral Agent outstanding as discussed in good faith to be contrary to law or the terms of the Collateral Documents or this Agreement or not subject to a reasonably satisfactory indemnity hereunder. Once a direction to take any action has been given by the Required Secured Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Secured Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require the approval of all of the Banks and Noteholders or both the Required Lenders and Required Holders pursuant to the terms of this Agreement, also shall require the approval of all of the Banks and Noteholders or the Required Lenders and Required Holders, as the case may beSection 4.2 herein.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Secured Bank Creditor Party hereby and each Noteholder irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to therein and to exercise such powers thereunder as are specifically delegated to the Collateral Agent by the terms thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 10 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Secured Creditors Parties to enforce the rights and remedies of the Collateral Agent and the other Secured Creditors Parties provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Secured ObligationsIndebtedness; providedPROVIDED, howeverHOWEVER, that, notwithstanding any provision to the contrary herein or in any of the Collateral Documents, (i) the Collateral Agent shall act at all times solely at and in accordance with the written direction of the Required Secured CreditorsParties, (ii) the Collateral Agent shall not, without the written consent of the Required Requisite Lenders and the Required HoldersRequisite Securityholders, release or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon dispositions of Collateral by a Loan Party the Company as permitted in accordance with the terms of the Credit Agreement and Financing Agreements or the Note Agreements Collateral Documents prior to the occurrence of an Event of DefaultDefault (and, for this purpose, the Collateral Agent (1) shall not be deemed to have knowledge of an Event of Default unless the Collateral Agent has received notice thereof, and (2) may rely, as to whether a disposition of Collateral is permitted by the Financing Agreements or the Collateral Documents, upon a certificate signed by the Requisite Lenders (as defined in the Loan Agreement), as to the Bank Facility, and the Trustee, as to the Indenture, and any such certificate shall be full warranty by the applicable Secured Party to the Collateral Agent as to the truth of the matters certified to for any action taken by the Collateral Agent in reasonable reliance thereon), and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereof), and (iii) the Collateral Agent shall not accept any Secured Obligations Indebtedness in whole or partial consideration for the disposition of any Collateral without the written consent of the Required Lenders and the Required HoldersCollateral. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof as may be directed by, the Required Secured CreditorsParties; providedPROVIDED, howeverHOWEVER, that the Collateral Agent shall not be required to take any action (A) that is determined by the Collateral Agent in good faith to be contrary to law or the terms of the Collateral Documents Documents, or this Agreement Agreement, or not subject (B) if the Collateral Agent determines, in good faith, that the potential Collateral Agent Expenses resulting from such action are likely to a reasonably satisfactory indemnity hereunder. Once a exceed the amounts available for distribution to the Collateral Agent pursuant to Section 5(a)(i) hereof, and so notifies the Secured Parties giving the Collateral Agent the direction to take any action has been given by the Required Secured Creditors to such action, unless the Collateral Agent, Agent is provided adequate security and subject to any other directions indemnity against the Collateral Agent Expenses which may be given from time to time incurred by the Required Secured Creditors, decisions regarding the manner it in which taking such action and complying with any such action is to request or direction, including such reasonable advances as may be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made requested by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require the approval of all of the Banks and Noteholders or both the Required Lenders and Required Holders pursuant to the terms of this Agreement, also shall require the approval of all of the Banks and Noteholders or the Required Lenders and Required Holders, as the case may be.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Secured the Bank Creditor hereby Agent and each Noteholder Senior Lender hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to therein and to exercise such powers thereunder as are specifically delegated to the Collateral Agent by the terms thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 13 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Secured Creditors Bank Agent and the Senior Lenders to enforce the rights and remedies of the Collateral Agent, the Bank Agent and the other Secured Creditors Senior Lenders provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Secured ObligationsSenior Indebtedness; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Secured CreditorsSenior Lenders, or, if the Collateral Agent shall have received inconsistent written directions from the Required Lenders and the Required Holders or written direction from only one such group and the Collateral Agent shall have notified the Banks and the Noteholders to such effect but shall not have received written direction from the Required Senior Lenders within 30 days of such notice, the Supermajority Lenders, (ii) the Collateral Agent shall not, without the written consent of the Required Lenders and the Required Holders, release or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon dispositions of Collateral by a Loan Party as permitted in accordance with the terms of the Credit Agreement and the Note Agreements Agreement prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereof), and (iii) the Collateral Agent shall not accept any Secured Obligations Senior Indebtedness in whole or partial consideration for the disposition of any Collateral without the written consent of the Required Lenders and the Required Holders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof as may be directed by, the Required Secured CreditorsSenior Lenders, or, if the Collateral Agent shall have received inconsistent written requests or directions from the Required Lenders and the Required Holders or a written request or direction from only one such group and the Collateral Agent shall have notified the Banks and the Noteholders to such effect but has not received a written request or direction from the Required Senior Lenders within 30 days of such notice, the Supermajority Lenders; provided, however, that the Collateral Agent shall not be required to take any action that is determined by the Collateral Agent in good faith to be contrary to law or the terms of the Collateral Documents or this Agreement or not subject to a reasonably satisfactory indemnity hereunderAgreement. Once a direction to take any action has been given by the Required Secured Creditors Senior Lenders or the Supermajority Lenders, as applicable, to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Secured CreditorsSenior Lenders or the Supermajority Lenders, as applicable, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require the unanimous approval of all of the Banks and Noteholders or both the Required Senior Lenders and Required Holders pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Banks and Noteholders or the Required Lenders and Required Holders, as the case may beSenior Lenders.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Secured Bank Creditor hereby and each Noteholder irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to therein in the Collateral Documents and to exercise such powers thereunder under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms thereof of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 hereofof this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Secured Creditors to enforce the rights and remedies of the Collateral Agent and the other Secured Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Secured Obligations; Obligations provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Secured Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Required Lenders and the Required HoldersQualified Exh. A-6 Exhibit 10.2 Creditors, release or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Loan Party Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Credit Agreement Senior Indebtedness Documents and the Note Agreements prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereofof this Section 2(b) and (x) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the March 11, 2011 Purchase Note Agreement and the comparable provision of the Additional Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Secured Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Required Lenders and the Required HoldersQualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof of the Collateral Documents as may be directed by, the Required Secured Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is determined by the Collateral Agent in good faith to be contrary to law or the terms of the Collateral Documents or this Agreement or not subject to a reasonably satisfactory indemnity hereunderAgreement. Once a direction to take any action has been given by the Required Secured Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Secured Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require the unanimous approval of all of the Banks and Noteholders or both the Required Lenders and Required Holders Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Banks and Noteholders or the Required Lenders and Required Holders, as the case may beQualified Creditors.

Duties of Collateral Agent. Subject The Collateral Agent shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Collateral Agent is specifically authorized to (i) establish and maintain one or more bank accounts in a financial institution for the deposit of payments, (ii) designate persons authorized to sign with respect to such accounts, (iii) negotiate and deposit into such accounts checks made payable to the Originator or the Borrower, and (iv) act as bailee with respect to the Receivable Files. The Collateral Agent, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Collateral Agent having been directed that shall be specifically required to take such action in accordance with the terms be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform to the requirements of this Agreement, but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein. The Collateral Agent shall take and maintain custody of the Receivable Files (except as otherwise provided herein) and the Schedule of Receivables included as an exhibit to each Secured Bank Creditor hereby Originator Assignment and each Noteholder irrevocably authorizes Funding Notice and shall retain copies of all Servicer's Certificates prepared hereunder. No provision of this Agreement shall be construed to relieve the Collateral Agent to take such action on from liability for its behalf under the provisions breach of the Collateral Documents and its representations, warranties or covenants set forth in this Agreement or any other instruments, documents and agreements referred to therein and to exercise such powers thereunder as are specifically delegated to the Collateral Agent by the terms thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Secured Creditors to enforce the rights and remedies of the Collateral Agent and the other Secured Creditors provided for Related Document; its own grossly negligent action (or negligent action in the Collateral Documents handling of funds), its own grossly negligent failure to act (or by applicable law with respect negligent failure to the liens upon and security interests act in the Collateral granted to secure the Secured Obligationshandling of funds), or its own bad faith; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Secured Creditors, (ii) the Collateral Agent shall not, without the written consent of the Required Lenders and the Required Holders, release or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon dispositions of Collateral by a Loan Party as permitted in accordance with the terms of the Credit Agreement and the Note Agreements prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereof), and (iii) the Collateral Agent shall not accept any Secured Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of the Required Lenders and the Required Holders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof as may be directed by, the Required Secured Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is determined by the Collateral Agent in good faith to be contrary to law or the terms of the Collateral Documents or this Agreement or not subject to a reasonably satisfactory indemnity hereunder. Once a direction to take any action has been given by the Required Secured Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Secured Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require the approval of all of the Banks and Noteholders or both the Required Lenders and Required Holders pursuant to the terms of this Agreement, also shall require the approval of all of the Banks and Noteholders or the Required Lenders and Required Holders, as the case may be.:

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Secured Bank Creditor Investor hereby and each Noteholder irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Agreement, the Investor Loan Documents, the Pledged Account Documents, the Collateral Documents and any other instruments, documents and agreements referred to therein in this Agreement, the Investor Loan Documents, the Pledged Account Documents, the Collateral Documents and to exercise such powers thereunder under this Agreement, the Investor Loan Documents, the Pledged Account Documents, and the Collateral Documents as are specifically delegated to the Collateral Agent by the terms thereof of this Agreement, the Investor Loan Documents, the Pledged Account Documents, and the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 hereofof this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Secured Creditors Investors to enforce the rights and remedies of the Collateral Agent and the other Secured Creditors Investors provided for in this Agreement, the Investor Loan Documents, the Pledged Account Documents, and the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Secured ObligationsCompany Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, including, without limitation, to release the liens and security interests in favor of the Collateral Agent upon receipt of written confirmation from the Required Investors that the conditions for a Permitted Lien Release have been satisfied; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Secured CreditorsInvestors, (ii) the Collateral Agent shall not, without the written consent of all of the Required Lenders and the Required HoldersInvestors, release or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon dispositions of Collateral by to effect a Loan Party as permitted in accordance with the terms of the Credit Agreement and the Note Agreements prior to the occurrence of an Event of DefaultPermitted Lien Release, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereofof this Section 4(b)), and (iii) the Collateral Agent shall not accept any Secured Company Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Required Lenders and the Required HoldersInvestors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof of the Collateral Documents as may be directed by, the Required Secured CreditorsInvestors; provided, however, that the Collateral Agent shall not be required to take any action that is determined by the Collateral Agent in good faith to be contrary to law or the terms of the Collateral Documents or this Agreement or not subject to a reasonably satisfactory indemnity hereunderAgreement. Once a direction to take any action has been given by the Required Secured Creditors Investors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Secured CreditorsInvestors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require the unanimous approval of all of the Banks and Noteholders or both the Required Lenders and Required Holders Investors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Banks and Noteholders or the Required Lenders and Required Holders, as the case may beInvestors.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Secured the Bank Creditor hereby Agent and each Noteholder Senior Lender hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to therein and to exercise such powers thereunder as are specifically delegated to the Collateral Agent by the terms thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 13 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Secured Creditors Bank Agent and the Senior Lenders to enforce the rights and remedies of the Collateral Agent, the Bank Agent and the other Secured Creditors Senior Lenders provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Secured ObligationsSenior Indebtedness; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Secured CreditorsSenior Lenders or, with respect to any direction to enforce rights and remedies under the Collateral Documents, the Required Enforcement Directing Lenders, (ii) the Collateral Agent shall not, without the written consent of the Required Lenders and the Required HoldersSenior Lenders, release or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon dispositions of Collateral by a Loan Party as permitted in accordance with the terms of the Credit Agreement and the Note Agreements Agreement prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereof), and (iii) the Collateral Agent shall not accept any Secured Obligations Senior Indebtedness in whole or partial consideration for the disposition of any Collateral without the written consent of the Required Lenders and the Required HoldersSenior Lenders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof as may be directed by, the Required Secured CreditorsSenior Lenders or the Required Enforcement Directing Lenders, as applicable; provided, however, that the Collateral Agent shall not be required to take any action that is determined by the Collateral Agent in good faith to be contrary to law or the terms of the Collateral Documents or this Agreement or not subject to a reasonably satisfactory indemnity hereunderAgreement. Once a direction to take any action has been given by the Required Secured Creditors to the Collateral AgentAgent in accordance with this Section 2(b), and subject to any other directions which may be given from time to time by the Required Secured CreditorsSenior Lenders (or, with respect to the enforcement of rights or remedies under the Collateral Documents pursuant to a direction given by the Required Enforcement Directing Lenders, such Required Enforcement Directing Lenders), decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require the unanimous approval of all of the Banks and Noteholders or both the Required Senior Lenders and Required Holders pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Banks and Noteholders or the Required Lenders and Required Holders, as the case may beSenior Lenders.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Secured Bank Creditor hereby and each Noteholder irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to therein in the Collateral Documents and to exercise such powers thereunder under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms thereof of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 hereofof this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Secured Creditors to enforce the rights and remedies of the Collateral Agent and the other Secured Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Secured Obligations; Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Secured Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Required Lenders and the Required HoldersQualified Creditors, release or terminate by affirmative action or consent to any lien upon or security interest in any Exh. H‑7 Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Loan Party Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Credit Agreement Senior Indebtedness Documents and the Note Agreements prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereofof this Section 2(b) and (x) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the March 11, 2011 Purchase Note Agreement and the comparable provision of the Additional Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Secured Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Required Lenders and the Required HoldersQualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof of the Collateral Documents as may be directed by, the Required Secured Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is determined by the Collateral Agent in good faith to be contrary to law or the terms of the Collateral Documents or this Agreement or not subject to a reasonably satisfactory indemnity hereunderAgreement. Once a direction to take any action has been given by the Required Secured Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Secured Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require the unanimous approval of all of the Banks and Noteholders or both the Required Lenders and Required Holders Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Banks and Noteholders or the Required Lenders and Required Holders, as the case may beQualified Creditors.

Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, the Bank Agent and ​ each Secured Bank Creditor Senior Lender hereby and each Noteholder irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to therein and to exercise such powers thereunder as are specifically delegated to the Collateral Agent by the terms thereof and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 13 hereof, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Secured Creditors Bank Agent and the Senior Lenders to enforce the rights and remedies of the Collateral Agent, the Bank Agent and the other Secured Creditors Senior Lenders provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Secured ObligationsSenior Indebtedness; provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Secured CreditorsSenior Lenders or, with respect to any direction to enforce rights and remedies under the Collateral Documents, the Required Enforcement Directing Lenders, (ii) the Collateral Agent shall not, without the written consent of the Required Lenders and the Required HoldersSenior Lenders, release or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon dispositions of Collateral by a Loan Party as permitted in accordance with the terms of the Credit Agreement Agreement, the Note Agreement, and the Note Agreements Private Shelf Agreement, prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereof), and (iii) the Collateral Agent shall not accept any Secured Obligations Senior Indebtedness in whole or partial consideration for the disposition of any Collateral without the written consent of the Required Lenders and the Required HoldersSenior Lenders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof as may be directed by, the Required Secured CreditorsSenior Lenders or the Required Enforcement Directing Lenders, as applicable; provided, however, that the Collateral Agent shall not be required to take any action that is determined by the Collateral Agent in good faith to be contrary to law or the terms of the Collateral Documents or this Agreement or not subject to a reasonably satisfactory indemnity hereunderAgreement. Once a direction to take any action has been given by the Required Secured Creditors to the Collateral AgentAgent in accordance with this Section 2(b), and subject to any other directions which may be given from time to time by the Required Secured CreditorsSenior Lenders (or, with respect to the enforcement of rights or remedies under the Collateral Documents pursuant to a direction given by the Required Enforcement Directing Lenders, such Required Enforcement Directing Lenders), decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require the unanimous approval of all of the Banks and Noteholders or both the Required Senior Lenders and Required Holders pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Banks and Noteholders or the Required Lenders and Required Holders, as the case may beSenior Lenders.

Duties of Collateral Agent. Subject to the The Collateral Agent having been directed shall not be obligated to take any action under this Agreement except for the performance of such action in accordance with the terms of this Agreement, each Secured Bank Creditor hereby and each Noteholder irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to therein and to exercise such powers thereunder duties as are specifically delegated to the Collateral Agent by the terms thereof and such other powers as are reasonably incidental theretoset forth herein or therein. Subject to the provisions of Section 11 2.06, the Collateral Agent shall take any action under or with respect to this Agreement which is requested by the Required Senior Lenders and which is not inconsistent with or contrary to the provisions of this Agreement; provided that the Collateral Agent shall not amend or waive any provision of the Collateral Documents except with the consent of the Required Senior Lenders. At any time when a Notice to Enforce shall have been given and shall be outstanding, the Collateral Agent shall, subject in all cases to the provisions of Sections 2.04 and 2.06, exercise or refrain from exercising all such rights, powers and remedies as shall be available to it hereunder in accordance with any written instructions received from the Required Senior Lenders. The Collateral Agent shall have the right to decline to follow any such direction if the Collateral Agent, being advised by counsel, determines that the directed action is not permitted by the terms of this Agreement, may not lawfully be taken or would involve it in personal liability, and the Collateral Agent shall not be required to take any such action unless any indemnity which is required hereunder in respect of such action has been provided. Subject to Section 2.06 hereof, the Collateral Agent is hereby irrevocably authorized may rely on any such direction given to take all actions on behalf of it by the Secured Creditors to enforce Required Senior Lenders and shall be fully protected, and shall under no circumstances (absent the rights gross negligence and remedies willful misconduct of the Collateral Agent and Agent) be liable to the Company, any holder of any Senior Indebtedness or any other Secured Creditors provided Person for taking or refraining from taking action in accordance therewith. Absent written instructions from the Required Senior Lenders (i) at a time when a Notice to Enforce shall be outstanding or (ii) in the case of an emergency in order to protect any of the Collateral, the Collateral Documents Agent may take, but shall have no obligation to take, any and all such actions hereunder or by applicable law any of them or otherwise as it shall deem to be in the best interests of the Lenders. Except as provided in the preceding sentence, in the absence of written instruction (which may relate to the exercise of specific remedies or to the exercise of remedies in general) from the Required Senior Lenders, the Collateral Agent shall not exercise remedies available to it hereunder with respect to the liens upon and security interests in the Collateral granted to secure the Secured Obligations; provided, however, that, notwithstanding or any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Secured Creditors, (ii) the part thereof. The Collateral Agent shall not, without the written consent of all of the Required Lenders and the Required HoldersLenders, release release, reconvey, subordinate or terminate by affirmative action or consent to any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon dispositions of Collateral by a Loan Party as permitted in accordance with the terms of the Credit Agreement and the Note Agreements prior to the occurrence of an Event of Default, and (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) hereofby the Required Senior Lenders), and (iii) the Collateral Agent shall not accept any Secured Obligations Senior Indebtedness in whole or partial consideration for the disposition of any Collateral without the written consent of the Required Lenders and the Required Holders. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or any portion thereof as may be directed by, the Required Secured Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is determined by the Collateral Agent in good faith to be contrary to law or the terms of the Collateral Documents or this Agreement or not subject to a reasonably satisfactory indemnity hereunder. Once a direction to take any action has been given by the Required Secured Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Secured Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any and all decisions to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require the approval of all of the Banks and Noteholders or both the Required Lenders and Required Holders pursuant to the terms of this Agreement, also shall require the approval of all of the Banks and Noteholders or the Required Lenders and Required Holders, as the case may beLenders.