Common use of Exercise of Powers; Instructions of Required Secured Parties Clause in Contracts

Exercise of Powers; Instructions of Required Secured Parties. (a) All of the powers, remedies and rights of the Security Agent set forth in or contemplated by this Agreement may be exercised by the Security Agent in respect of each other Security Document as though set forth in full therein, and all of the powers, remedies and rights of the Security Agent and the Secured Parties as set forth in each Security Document may be exercised from time to time as herein and therein provided. In the event of any inconsistency between this Agreement and any other Security Document, the provisions of this Agreement shall be controlling. (b) During any Default Period, the Required Secured Parties may deliver one or more notices (any such notice, a "Notice of Action") from time to time to the Security Agent directing the Security Agent to exercise, to partially exercise or not to exercise one or more of the rights and remedies available to the Security Agent under this Agreement and the other Security Documents. The Security Agent shall deliver to each Secured Party a copy of each Notice of Action promptly after receipt thereof. The Security Agent shall exercise the rights and remedies and take the other actions described in a Notice of Action at the time or times specified in such Notice of Action. Notwithstanding anything in this Agreement or the other Security Documents to the contrary, during a Default Period, if the Security Agent has not received a Notice of Action, the Security Agent agrees with the Secured Parties that it shall not foreclose on, or assert or exercise any right or remedy otherwise available to it under this Agreement or any other Security Document with respect to, all or any portion of the Collateral. (c) All Proceeds of Collateral received by the Security Agent from the exercise of its rights and remedies under this Agreement and the other Security Documents shall be applied as set forth in Section 5.15(d).

Exercise of Powers; Instructions of Required Secured Parties. (a) All of the powers, remedies and rights of the Security Agent Trustees as set forth in or contemplated by this Trust Agreement may be exercised by the Security Agent Trustees in respect of each other any Guarantee or any Security Document as though set forth in full therein, and all of the powers, remedies and rights of the Security Agent and the Secured Parties Trustees as set forth in each any Guarantee or any Security Document may be exercised from time to time as herein and therein provided. In the event of any inconsistency between this Agreement and any other Security Document, the provisions of this Agreement shall be controlling. (b) During The Required Secured Parties shall (subject to the last sentence of subsection 2.1(a)) have the right, by one or more instruments in writing executed and delivered to the Corporate Trustee, to direct the time, method and place of conducting any Default Periodproceeding for any right or remedy available to the Trustees, or of exercising any trust or power conferred on the Trustees, or for the appointment of a receiver, or to direct the taking or the refraining from taking of any action authorized by this Trust Agreement, any Guarantee or any Security Document, and the Trustees shall act in accordance with any such direction; provided that (i) such direction shall not conflict with any provision of applicable law or of this Trust Agreement, any Guarantee or any Security Document and the Trustees shall be adequately secured and indemnified as provided in subsection 7.4(d). In the absence of direction from the Required Secured Parties, (i) the Trustees shall have no duty to take or refrain from taking any action unless explicitly required herein or in the Security Documents or Guarantees and (ii) the Trustees may (but in the absence of a direction from the Required Secured Parties shall not be required to) take any and all such actions under this Trust Agreement, the Security Documents and the Guarantees or any of them or otherwise as the Corporate Trustee shall deem to be in the best interests of the Secured Parties to maintain the Collateral and protect and preserve the Collateral and the rights of the Secured Parties; provided, however, that in the absence of direction (which may deliver one relate to the exercise of specific remedies or more notices (any such notice, a "Notice to the exercise of Action"remedies in general) from time to time to the Security Agent directing the Security Agent to exercise, to partially exercise or not to exercise one or more of the rights and remedies available to the Security Agent under this Agreement and the other Security Documents. The Security Agent shall deliver to each Required Secured Party a copy of each Notice of Action promptly after receipt thereof. The Security Agent shall exercise the rights and remedies and take the other actions described in Parties while a Notice of Action at the time or times specified Enforcement is in such Notice of Action. Notwithstanding anything in this Agreement or the other Security Documents to the contrary, during a Default Period, if the Security Agent has not received a Notice of Actioneffect, the Security Agent agrees with the Secured Parties that it Trustees shall not foreclose on, any lien on the Collateral or assert or exercise take any right or remedy otherwise available to it enforcement action under this Agreement or any other Security Document with respect to, all or any portion of the CollateralGuarantee. (c) All Proceeds of Collateral received by the Security Agent from the exercise of its rights and remedies under this Agreement and the other Security Documents shall be applied as set forth in Section 5.15(d).