Common use of Election to Pursue Remedies Clause in Contracts

Election to Pursue Remedies. (a) The amounts payable by the Borrower to each Secured Party at any time under any of the Secured Credit Documents to which such Secured Party is a party shall be separate and independent debts. Each Agent agrees that each Secured Party shall be entitled to enforce any right arising out of the applicable Secured Credit Documents to which it is a party, subject to the terms hereof and thereof. For the avoidance of doubt and subject to the terms of the applicable Secured Credit Documents, any Secured Party may cancel its commitment, if applicable, under any applicable Secured Credit Document or accelerate any obligations or any portion thereof owed to such Secured Party. Notwithstanding anything to the contrary in the Secured Credit Documents or Collateral Documents, no Secured Party other than the Collateral Agent or its sub-agent shall have the right individually to realize upon any liens granted under the Collateral Documents or to otherwise enforce or exercise any remedy against the Collateral in respect of the Secured Credit Documents, it being understood and agreed that such remedies may be exercised only by the Collateral Agent for the benefit of Secured Parties. (b) Subject to Sections 3.3, 3.4 and 3.5, at the direction of an Administrative Agent, the Collateral Agent shall take itself or through its agent any and all actions provided for in the Secured Credit Documents or Collateral Documents relating to the pursuit of remedies, including the foreclosure or disposition of Collateral, if any, pursuant to this Article. Each Agent (including each Additional Hedge Counterparty) agrees that it will undertake to perform, and comply with, any instructions provided to it by the Collateral Agent, provided, that such instructions are not inconsistent with, or contrary to, the terms and provisions of this Agreement and provided that such Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers that such Agent is required to exercise as directed in writing by the Collateral Agent, provided that such Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Secured Credit Document, other agreement or applicable law. For the avoidance of doubt, in no event shall the Collateral Agent have any responsibility or liability for any negligence or misconduct on the part of any Agent appointed by it hereunder or under the Collateral Documents.

Election to Pursue Remedies. (a) The amounts payable by the Borrower to each Secured Party at any time under any of the Secured Credit Documents to which such Secured Party is a party shall be separate and independent debts. Each Agent agrees that each Secured Party No Lender shall be entitled to enforce any right arising out of the applicable Secured Credit Documents to which it is a party, subject to the terms hereof and thereof. For the avoidance of doubt and subject to the terms any of the applicable Secured Credit Documents, any Secured Party may cancel its commitment, if applicable, under any applicable Secured Credit Document or Loan Documents except as set forth herein. Each of the Lenders agrees that no Lender will accelerate any obligations or any portion thereof owed to such Secured Partyit under the Loan Documents (collectively, “Obligations”) unless all other Lenders have agreed to do the same. Notwithstanding anything to the contrary in the Secured Credit Documents or Collateral Documents, Each Lender agrees that no Secured Party other than the Collateral Agent or its sub-agent Lender shall have the any right individually to realize upon any liens granted under the Collateral Documents such Lender’s Security Agreement or to otherwise enforce or exercise any remedy against the Collateral in respect of the Secured Credit Documentsthereof, it being understood and agreed that such remedies may be exercised only by upon the consent of all Lenders. Each Lender further agrees that it shall not individually institute any judicial action pertaining to the Loan Documents or the Collateral Agent for or exercise any other remedy pertaining to the benefit Loan Documents or the Collateral, except with the consent of Secured Partiesthe other Lenders. (b) Subject to Sections 3.3, 3.4 and 3.5, at the direction of an Administrative Agent, the Collateral Agent No Lender shall take itself or through its direct the appropriate trustee or agent to take any and all actions provided for in the Secured Credit Documents or Collateral Loan Documents relating to the pursuit of remedies, including the foreclosure or disposition of Collateral, if anyunless such actions are authorized as provided in this Section. (c) Upon the occurrence and during the continuance of any Default, the Lenders shall (i) act together to pursue any remedy or remedies available to the Lenders at law or otherwise, and (ii) vote on whether or not to pursue any such remedies, including whether or not to accelerate any of the Obligations and/or foreclose on or dispose of the Collateral. All Lenders must agree on specific actions to be taken pursuant to this Article. Each Agent Section. (including each Additional Hedge Counterpartyd) agrees that it will undertake Upon the consent of all Lenders, the Lenders may take or direct any action provided for in the Loan Documents or proceed to perform, and comply with, any instructions provided to it by the Collateral Agent, provided, that such instructions are not inconsistent withenforce, or contrary todirect the enforcement of, the terms rights or powers provided in the Loan Documents and provisions under applicable law for the benefit of this Agreement the Lenders and provided that shall give such Agent notice or direction or shall not have any duty to take any discretionary such action or exercise any discretionary powers, except discretionary rights and powers that such Agent is required to exercise as directed in writing by the Collateral Agent, provided that such Agent shall not be required to take any action that, in its opinion right or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Secured Credit Document, other agreement or applicable law. For the avoidance of doubt, in no event shall the Collateral Agent have any responsibility or liability for any negligence or misconduct on the part of any Agent appointed by it power hereunder or under any of the Collateral Loan Documents incidental thereto as shall be reasonably specified in such instructions and consistent with the terms of the Loan Documents and this Agreement. Such action may include, without limitation, (i) the giving of any notice, approval, consents or waiver that may be called for under the Loan Documents, (ii) the requiring of the execution and delivery of additional Loan Documents, and (iii) employing agents or directing trustees in order to accomplish the actions requested.

Election to Pursue Remedies. (a) The amounts payable by Upon the Borrower to each Secured Party at occurrence and during the continuance of any time under any of Triggering Event, the Secured Credit Documents to which such Secured Party is a party shall be separate and independent debts. Each Paying Agent agrees that each Secured Party shall be entitled to enforce any right arising out of the applicable Secured Credit Documents to which it is a partyshall, subject to Section 2.02 and Article IV, take or, as appropriate, direct the terms hereof and thereof. For the avoidance of doubt and subject appropriate trustee or agent to the terms of the applicable Secured Credit Documents, any Secured Party may cancel its commitment, if applicable, under any applicable Secured Credit Document or accelerate any obligations or any portion thereof owed to such Secured Party. Notwithstanding anything to the contrary in the Secured Credit Documents or Collateral Documents, no Secured Party other than the Collateral Agent or its sub-agent shall have the right individually to realize upon any liens granted under the Collateral Documents or to otherwise enforce or exercise any remedy against the Collateral in respect of the Secured Credit Documents, it being understood and agreed that such remedies may be exercised only by the Collateral Agent for the benefit of Secured Parties. (b) Subject to Sections 3.3, 3.4 and 3.5, at the direction of an Administrative Agent, the Collateral Agent shall take itself or through its agent any and all actions provided for in the Secured Credit Documents or Collateral Loan Documents relating to the pursuit of remedies, including the foreclosure or disposition of Collateralcollateral, if any, pursuant only if such actions are authorized as provided in this Section 2.01. (b) Upon the occurrence and during the continuance of any Triggering Event, the Lenders shall vote on whether or not to this Articlepursue any remedy or remedies available to them at law or otherwise, including whether or not to foreclose on or dispose of collateral, if any. Each Agent (If the Required Lenders at such time vote to pursue any particular remedy or remedies, including each Additional Hedge Counterparty) agrees that it will undertake foreclosure or disposition of collateral, instructions specifying the particular action to perform, and comply with, any instructions provided be taken from the Required Lenders shall be delivered to it the Paying Agent. Upon receipt by the Collateral Agent, provided, that Paying Agent of such instructions are not inconsistent withfrom the Required Lenders, with indemnities appropriate for such instructions as provided in Section 4.04, the Paying Agent shall immediately commence to take or direct the instructed actions (and continue to take such actions) relating such remedies. (c) Without regard to the occurrence of a Triggering Event, upon the written instruction of the Required Lenders, with indemnities appropriate for such instructions as provided in Section 4.04, the Paying Agent shall (i) take or direct any action provided for in the Loan Documents (other than foreclosure or disposition of the collateral) or proceed to enforce, or contrary todirect the enforcement of, consistent with the Loan Documents and applicable law (other than foreclosure or disposition of the collateral), the terms rights or powers provided in the Loan Documents and provisions under applicable law for the benefit of this Agreement the Lender Group and provided that shall give such Agent notice or direction or shall not have any duty to take any discretionary such action or exercise any discretionary powers, except discretionary rights and powers that such Agent is required to exercise as directed in writing by the Collateral Agent, provided that such Agent shall not be required to take any action that, in its opinion right or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Secured Credit Document, other agreement or applicable law. For the avoidance of doubt, in no event shall the Collateral Agent have any responsibility or liability for any negligence or misconduct on the part of any Agent appointed by it power hereunder or under any of the Collateral Loan Documents incidental thereto as shall be reasonably specified in such instructions and consistent with the terms of the Loan Documents and this Intercreditor Agreement; and/or (ii) execute such instruments or agreements or take such other action in connection with the Loan Documents as may be deemed reasonably necessary or appropriate by the Required Lenders and consistent with the terms of the Loan Documents and this Intercreditor Agreement. Such action may include, but is not limited to (x) the giving of any notice, approval, consent or waiver which may be called for under the Loan Documents, (y) the requiring of the execution and delivery of additional Loan Documents, or (z) employing agents or directing trustees in order to accomplish the actions requested. (d) Nothing in this Section 2.01 shall impair the right of a Lender to exercise its rights of set-off existing at law or under the Credit Agreements, but in any event, subject to the terms thereof.

Election to Pursue Remedies. (a) The amounts payable by the Borrower to each Secured Party Combined Loan Parties at any time under any of the Secured Credit Combined Loan Documents to which such Secured Party is a party each Combined Lender shall be separate and independent debts. Each Agent agrees , except that each no Creditor (including any Secured Party Swap Provider or Bank Products Provider) shall be entitled to enforce any right (other than the right of Set-Off or any right under any Swap Agreement or any Bank Product agreement, other than the right to demand and receive payment from a Combined Loan Party of an amount calculated as being due in respect of the occurrence of an early termination date under such Swap Agreement or Bank Product agreement ("Closeout Payment Right")) arising out of the applicable Secured Credit Documents to which it is a party, subject to the terms hereof and thereof. For the avoidance of doubt and subject to the terms any of the applicable Secured Credit Documents, any Secured Party may Combined Loan Documents except through the Global Administrative Agent. Each of the Creditors agree that such Creditor will not cancel its commitmentrespective Commitment, if applicable, under any applicable Secured Combined Credit Document Agreement or accelerate any obligations or any portion thereof owed to such Secured PartyCreditor unless the Majority Lenders have so agreed. Notwithstanding anything to the contrary in the Secured Credit Documents or Collateral Documents, Each Creditor agrees that no Secured Party Creditor other than the Collateral Agent Global Administrative Agent, or its sub-agent designee, shall have the any right individually to realize upon any liens Liens granted under the Collateral Combined Loan Documents or to otherwise enforce or exercise any remedy against the Collateral in respect of the Secured Credit DocumentsCombined Loan Documents (other than the right of Set-Off at law or specified in the Combined Loan Documents or any right under any Swap Agreement or Bank Product agreement other than a Closeout Payment Right, but in any event, subject to the terms thereof), it being understood and agreed that such remedies may be exercised only by the Collateral Agent Global Administrative Agent, or its designee, for the ratable benefit of Secured Partiesthe Creditors in accordance with the provisions of this Agreement. Each Creditor further agrees that such Creditor shall not individually institute any judicial action pertaining to the Combined Loan Documents or exercise any other remedy (other than the right of Set-Off at law or specified in the Combined Loan Documents or any right under any Swap Agreement or Bank Product agreement other than a Closeout Payment Right, but in 7 099999-1189-Active.12743638 any event, subject to the terms thereof), pertaining to the Combined Loan Documents, except with the consent of the Majority Lenders. (b) Subject to Sections 3.3, 3.4 2.6 and 3.5, at the direction of an Administrative Agent2.7, the Collateral Global Administrative Agent shall take itself or, as appropriate, direct the appropriate trustee or through its agent to take any and all actions provided for in the Secured Credit Documents or Collateral Combined Loan Documents relating to the pursuit of remedies, including the foreclosure or disposition of Collateral, if any, pursuant to only if such actions are authorized as provided in this ArticleSection. Each The Canadian Administrative Agent (including each Additional Hedge Counterparty) agrees that it will undertake to perform, and comply with, any instructions provided to it by the Collateral Global Administrative Agent, provided, that such instructions are not inconsistent with, or contrary to, the terms and provisions of this Agreement Agreement. (c) Upon the occurrence and provided that during the continuance of any Event of Default, the Combined Lenders shall vote on whether or not to pursue any remedy or remedies available to the Creditors at law or otherwise, including whether or not to terminate the Combined Commitments, accelerate any of the Combined Obligations and/or foreclose on or dispose of the Collateral, if any. If the Majority Lenders at such time vote to pursue any particular remedy or remedies, including foreclosure or disposition of the Collateral, instructions specifying the particular action to be taken from the Majority Lenders shall be delivered to the Global Administrative Agent. Subject to Section 2.7, upon receipt by the Global Administrative Agent of such instructions from the Majority Lenders, with any additional indemnities appropriate for such instructions as requested pursuant to Section 2.5(b), the Global Administrative Agent shall not have any duty immediately conunence to take or direct the instructed actions (and continue to take such actions) relating to such remedies. (d) Subject to Section 2.7, upon the written instruction of the Majority Lenders, with any discretionary additional indemnities appropriate for such instructions as requested pursuant to Section 2.5(b), the Global Administrative Agent shall (i) take or direct any action provided for in the Combined Loan Documents or proceed to enforce, or direct the enforcement of, consistent with the Combined Loan Documents and applicable law, the rights or powers provided in the Combined Loan Documents and under applicable law for the benefit of the Creditors and shall give such notice or direction or shall take such action or exercise any discretionary powers, except discretionary rights and powers that such Agent is required to exercise as directed in writing by the Collateral Agent, provided that such Agent shall not be required to take any action that, in its opinion right or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Secured Credit Document, other agreement or applicable law. For the avoidance of doubt, in no event shall the Collateral Agent have any responsibility or liability for any negligence or misconduct on the part of any Agent appointed by it power hereunder or under any of the Collateral Combined Loan Documents incidental thereto as shall be reasonably specified in such instructions and consistent with the terms of the Combined Loan Documents and this Agreement; and/or (ii) execute such instruments or agreements or take such other action in connection with the Combined Loan Documents as may be deemed reasonably necessary or appropriate by the Majority Lenders or all Combined Lenders, as applicable, and consistent with the terms of the Combined Loan Documents and this Agreement. Such action may include, but is not limited to, (x) the giving of any notice, approval, consent or waiver which may be called for under the Combined Loan Documents, (y) the requiring of the execution and delivery of additional Combined Loan Documents, or (z) employing agents or directing trustees in order to accomplish the actions requested. (e) Nothing in this Section 2.4 shall impair the right of any Combined Lender to exercise its rights of Set-Off existing at law or under the Combined Loan Documents, but in any event, subject to the terms thereof.

Election to Pursue Remedies. (a) The amounts payable by Upon the Borrower to each Secured Party at occurrence and during the continuance of any time under any of the Secured Credit Documents to which such Secured Party is a party shall be separate and independent debts. Each Agent agrees that each Secured Party shall be entitled to enforce any right arising out of the applicable Secured Credit Documents to which it is a party, subject to the terms hereof and thereof. For the avoidance of doubt and subject to the terms of the applicable Secured Credit Documents, any Secured Party may cancel its commitment, if applicable, under any applicable Secured Credit Document or accelerate any obligations or any portion thereof owed to such Secured Party. Notwithstanding anything to the contrary in the Secured Credit Documents or Collateral Documents, no Secured Party other than the Collateral Agent or its sub-agent shall have the right individually to realize upon any liens granted under the Collateral Documents or to otherwise enforce or exercise any remedy against the Collateral in respect of the Secured Credit Documents, it being understood and agreed that such remedies may be exercised only by the Collateral Agent for the benefit of Secured Parties. (b) Subject to Sections 3.3, 3.4 and 3.5, at the direction of an Administrative AgentTriggering Event, the Collateral Agent shall shall, subject to Section 2.02 and Article IV, take itself or, as appropriate, direct the appropriate trustee or through its agent to take any and all actions provided for in the Secured Credit Documents or Collateral Documents Security Instruments relating to the pursuit of remedies, including the foreclosure or disposition of Collateralcollateral only if such actions are authorized as provided in this Section 2.01. (b) Upon the occurrence and during the continuance of any Triggering Event, the Lenders shall vote on whether or not to pursue any remedy or remedies available to them at law or otherwise, including whether or not to foreclose on or dispose of collateral, if any. If the Required Lenders at such time vote to pursue any particular remedy or remedies, pursuant including foreclosure or disposition of collateral, instructions specifying the particular action to this Articlebe taken from the Required Lenders shall be delivered to the Collateral Agent. Each Agent (including each Additional Hedge Counterparty) agrees that it will undertake to perform, and comply with, any instructions provided to it Upon receipt by the Collateral Agent, provided, that Agent of such instructions are not inconsistent withfrom the Required Lenders, with indemnities appropriate for such instructions as provided in Section 4.04, the Collateral Agent shall immediately commence to take or direct the instructed actions (and continue to take such actions) relating such remedies. (c) Without regard to the occurrence of a Triggering Event, upon the written instruction of the Required Lenders, with indemnities appropriate for such instructions as provided in Section 4.04, the Collateral Agent shall (i) take or direct any action provided for in the Security Instruments (other than foreclosure or disposition of the collateral) or proceed to enforce, or contrary todirect the enforcement of, consistent with the Security Instruments and applicable law (other than foreclosure or disposition of the collateral), the terms rights or powers provided in the Security Instruments and provisions under applicable law for the benefit of this Agreement the Lender Group and provided that shall give such Agent notice or direction or shall not have any duty to take any discretionary such action or exercise any discretionary powers, except discretionary rights and powers that such Agent is required to exercise as directed in writing by the Collateral Agent, provided that such Agent shall not be required to take any action that, in its opinion right or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Secured Credit Document, other agreement or applicable law. For the avoidance of doubt, in no event shall the Collateral Agent have any responsibility or liability for any negligence or misconduct on the part of any Agent appointed by it power hereunder or under any of the Collateral DocumentsSecurity Instruments incidental thereto as shall be reasonably specified in such instructions and consistent with the terms of the Security Instruments and this Intercreditor Agreement; and/or (ii) execute such instruments or agreements or take such other action in connection with the Security Instruments as may be deemed reasonably necessary or appropriate by the Required Lenders and consistent with the terms of the Security Instruments and this Intercreditor Agreement. Such action may include, but is not limited to (x) the giving of any notice, approval, consent or waiver which may be called for under the Security Instruments, (y) the requiring of the execution and delivery of additional Security Instruments, or (z) employing agents or directing trustees in order to accomplish the actions requested. (d) Nothing in this Section 2.01 shall impair the right of a Lender to exercise its rights of set-off existing at law or under the Credit Agreements, but in any event, subject to the terms thereof.

Election to Pursue Remedies. (a) The amounts payable by the Borrower Obligors to each Secured Party Creditor at any time under any of the Secured Credit Documents Principal Agreements to which such Secured Party Creditor is a party shall be separate and independent debts. Each Agent agrees that , and each Secured Party Creditor shall be entitled to enforce any right arising out of the applicable Secured Credit Documents Principal Agreement to which it is a party, including the Guaranty Agreement, subject to the terms hereof thereof and thereofof this Agreement. For the avoidance of doubt and subject to the terms of the applicable Secured Credit Documents, any Secured Party may cancel its commitment, if applicable, under any applicable Secured Credit Document or accelerate any obligations or any portion thereof owed to such Secured Party. Notwithstanding anything to the contrary in the Secured Credit Documents or Collateral Documents, Each Creditor hereby agrees that no Secured Party Creditor other than the Collateral Agent or (in its sub-agent capacity as such) shall have the any right individually to realize upon any liens Liens granted under the Collateral Documents or to otherwise enforce or exercise any remedy against the Collateral in respect of the Secured Credit Security Documents, it being understood and agreed that such remedies may be exercised only by the Collateral Agent for the ratable benefit of Secured Partiesthe Creditors. (b) Subject to Sections 3.3, 3.4 Upon the occurrence and 3.5, at during the direction continuance of an Administrative Agentany Triggering Event, the Collateral Agent shall shall, upon the request of any Required Creditors and subject to this Section 2.01, Section 2.02 and Article IV, take itself or, as appropriate, direct the appropriate trustee or through its agent to take, any and all actions provided for in the Secured Credit Documents or Collateral Security Documents relating to the pursuit of remedies, including the foreclosure or disposition of Collateral, if any, pursuant to this Article. Each Agent . (including each Additional Hedge Counterpartyc) agrees that it will undertake to perform, Upon the occurrence and comply withduring the continuance of any Triggering Event, any instructions provided of the Approved Hedge Counterparties, the Hedge Liquidity Providers or the Trustee (as used in this Section 2.01, the "Directing Creditor") shall have the right to it by direct the Collateral AgentAgent to pursue any remedy or remedies available to the Collateral Agent at law, under any Security Document or otherwise, provided, that such however, that (i) any direction shall: (A) include written instructions are not inconsistent withspecifying the particular action to be taken, (B) indemnify the Collateral Agent as contemplated by Section 5.04, and (C) be sent to each other Creditor (or contrary totheir representative, i.e., the terms Trustee in the case of the Holders); (ii) if requested within 5 Business Days by any other Creditor or group of Creditors (with a copy to the Collateral Agent which shall cease to comply with the previous direction until further notice), the Directing Creditor shall meet with such other Creditor or group of Creditors to discuss and provisions identify which Collateral may be foreclosed upon or disposed of, the order of this Agreement sale and such other decisions as may be relevant in order to maximize the amounts received in respect of the Collateral to be foreclosed on or disposed of and to maximize the value of the remaining Collateral (provided that if such Agent shall not have parties fail to reach any duty to take any discretionary action or exercise any discretionary powersconsensus, except discretionary rights and powers that such Agent is required to exercise as directed in writing by the direction previously given the Collateral Agent, provided that such Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Secured Credit Document, other agreement or applicable law. For the avoidance of doubt, in no event shall impaired and the Collateral Agent have shall receive notice directing it to proceed as previously instructed); and (iii) the Collateral Agent shall cease to comply with any responsibility or liability for any negligence or misconduct such direction if jointly instructed to do so in writing by such Directing Creditor and the Company on the part basis that (A) such Triggering Event has been cured or waived, (B) the amounts owed by the Obligors to such Directing Creditor have been otherwise paid in full or otherwise discharged and, if such Directing Creditor was at the time of giving such direction an Approved Hedge Counterparty, either (1) the Directing Creditor is no longer an "Approved Hedge Counterparty" (and hence a "Creditor" hereunder) or (2) the Approved Hedge Agreement in respect of which such amount is owed is no longer an Approved Hedge Agreement. No Creditor or group of Creditors shall have the right to overrule or override any directions given by an Approved Hedge Counterparty to the Collateral Agent pursuant to this Section. Upon receipt by the Collateral Agent of such instructions, the Collateral Agent shall immediately commence to take or direct the instructed actions (and continue to take such actions) relating such remedies. (d) Without regard to the occurrence of a Triggering Event, upon the written instruction of any Directing Creditor, with indemnities appropriate for such instructions as provided in Section 5.04, the Collateral Agent appointed shall (i) take or direct any action provided for in the Security Documents (other than foreclosure or disposition of the Collateral) or proceed to enforce, or direct the enforcement of, consistent with the Security Documents and applicable law (other than foreclosure or disposition of the Collateral), the rights or powers provided in the Security Documents and under applicable law for the benefit of the Creditors and shall give such notice or direction or shall take such action or exercise such right or power hereunder or under any of the Security Documents incidental thereto as shall be reasonably specified in such instructions and consistent with the terms of the Security Documents and this Agreement; and/or (ii) execute such instruments or agreements or take such other action in connection with the Security Documents as may be reasonably requested by it such Directing Creditor and consistent with the terms of the Security Documents and this Agreement. Such action may include, but is not limited to (x) the giving of any release, notice, approval, consent or waiver which may be called for hereunder or under the Security Documents that the Collateral Agent is expressly authorized to give, (y) the requiring of the execution and delivery of additional Security Documents, or (z) employing agents or directing trustees in order to accomplish the actions requested. (e) If a Triggering Event is continuing and no instructions have been delivered pursuant to Section 2.01(c), then the Collateral Agent shall take such action as it shall deem reasonable to protect the interests of the Creditors or as necessary to comply with any obligations imposed under any applicable law, including, without limitation, the TIA.

Election to Pursue Remedies. (a) The amounts payable by the Borrower to each Secured Party Obligors at any time under any of the Secured Credit Documents to which such Secured Party is a party each Creditor shall be separate and independent debts. Each Agent agrees that , and, prior to the occurrence and continuance of a Triggering Event, each Secured Party Creditor shall be entitled to enforce any right arising out of the applicable Secured Credit Documents to which it is a partyPrincipal Agreement, subject to the terms hereof thereof and thereofof this Agreement. For the avoidance of doubt and subject to the terms of the applicable Secured Credit Documents, any Secured Party may cancel its commitment, if applicable, under any applicable Secured Credit Document or accelerate any obligations or any portion thereof owed to such Secured Party. Notwithstanding anything to the contrary in the Secured Credit Documents or Collateral Documents, Each Creditor hereby agrees that no Secured Party Creditor other than the Collateral Agent or (in its sub-agent capacity as such) shall have the any right individually to realize upon any liens Liens granted under the Collateral Documents or to otherwise enforce or exercise any remedy against the Collateral in respect of the Secured Credit Security Documents, it being understood and agreed that such remedies may be exercised only by the Collateral Agent for the ratable benefit of Secured Partiesthe Creditors. After the occurrence and during the continuance of a Triggering Event, each of the Banks, the Lenders, the Administrative Agent and the Trustee further agrees that it shall not individually institute any judicial action pertaining to the Credit Documents, vote or represent or file any claims or proof of claims for any other Person in respect of the Obligations in connection with any bankruptcy, reorganization, insolvency proceedings or any similar proceedings, or exercise any other remedy (other than the right of set-off existing under the Credit Agreement), pertaining to the Credit Documents, except with the consent of the Required Creditors in accordance with the terms of this Agreement. (b) Subject to Sections 3.3, 3.4 Upon the occurrence and 3.5, at during the direction continuance of an Administrative Agentany Triggering Event, the Collateral Agent shall shall, subject to Section 2.02 and Article IV, take itself or, as appropriate, direct the appropriate trustee or through its agent to take any and all actions provided for in the Secured Credit Documents or Collateral Security Documents relating to the pursuit of remedies, including the foreclosure or disposition of collateral and the collection of title insurance proceeds and casualty insurance proceeds, if any, only if such actions are authorized as provided in this Section 2.01. (c) Upon the occurrence and during the continuance of any Triggering Event, the Creditors shall vote on whether or not to pursue any remedy or remedies available to them at law or otherwise, including whether or not to foreclose on or dispose of Collateral, if any. If the Required Creditors at such time vote to pursue any particular remedy or remedies, including foreclosure or disposition of collateral, instructions specifying the particular action to be taken from the Required Creditors shall be delivered to the Collateral Agent. Upon receipt by the Collateral Agent of such instructions from the Required Creditors, with indemnities appropriate for such instructions as provided in Section 5.04, the Collateral Agent shall immediately commence to take or direct the instructed actions (and continue to take such actions) relating such remedies. (d) Without regard to the occurrence of a Triggering Event, upon the written instruction of the Required Creditors, with indemnities appropriate for such instructions as provided in Section 5.04, the Collateral Agent shall (i) take or direct any action provided for in the Security Documents (other than foreclosure or disposition of the collateral) or proceed to enforce, or direct the enforcement of, consistent with the Security Documents and applicable law (other than foreclosure or disposition of the collateral), the rights or powers provided in the Security Documents and under applicable law for the benefit of the Creditors and shall give such notice or direction or shall take such action or exercise such right or power hereunder or under any of the Security Documents incidental thereto as shall be reasonably specified in such instructions and consistent with the terms of the Security Documents and this Agreement; and/or (ii) execute such instruments or agreements or take such other action in connection with the Security Documents as may be deemed reasonably necessary or appropriate by the Required Creditors and consistent with the terms of the Security Documents and this Agreement. Such action may include, but is not limited to (x) the giving of any notice, approval, consent or waiver which may be called for under the Security Documents, (y) the requiring of the execution and delivery of additional Security Documents, or (z) employing agents or directing trustees in order to accomplish the actions requested. (e) From and including the date on which a Triggering Event occurs to and including the earlier of (a) the date that is thirty (30) days after the date on which such Triggering Event occurs and (b) the date on which the Required Creditors have delivered instructions to the Collateral Agent to pursue any particular remedy or remedies pursuant to this Article. Each Section 2.01(c) (such period of time being the "Standstill Period"), the Banks, the Lenders, the Administrative Agent and the Trustee shall not take any action (including each Additional Hedge Counterpartyother than, in the case of the Administrative Agent and the Banks, terminating the Commitments under the Credit Agreement) agrees to pursue any remedies in respect of such Triggering Event, including, without limitation, pursuing remedies available under any of the Principal Agreements, the Security Documents, or at law; provided, however, that it will undertake to perform, and comply with, any instructions provided to it by the Collateral Agent, provided, that such instructions are not inconsistent withAdministrative Agent, or contrary to, the terms and provisions of this Agreement and provided that such Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers that such Agent is required to exercise as directed in writing by the Collateral Agent, provided that such Agent shall not be required to Trustee may take any action that, in its opinion or the opinion of its counsel, may expose such Agent necessary to liability or that is contrary to comply with any Secured Credit Document, other agreement or obligations imposed under any applicable law, including, without limitation, the TIA. For Upon the avoidance expiration of doubtany Standstill Period, in no event shall the Collateral Agent shall pursue any remedies directed by the Required Creditors pursuant to Section 2.01(b), if any, or if no instructions have any responsibility or liability for any negligence or misconduct on been delivered pursuant to Section 2.01(b), then the part Collateral Agent shall take such action as it shall deem reasonable to protect the interests of any Agent appointed by it hereunder or the Creditors. (f) Nothing in this Section 2.01 shall impair the right of a Bank to exercise its rights of set-off existing under the Collateral DocumentsCredit Agreement, but in any event, subject to the terms thereof and hereof.