Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative), shall take one or more of the following actions: (i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Document or by law, including any remedies of a secured party under Requirements of Law; (A) direct the Guarantors to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any right of any Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action); (iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or (iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors and each Holder of Notes of a proposed sale of Collateral.
Appears in 5 contracts
Samples: Guarantee and Collateral Agreement (Twin Hospitality Group Inc.), Guarantee and Collateral Agreement (Fat Brands, Inc), Guarantee and Collateral Agreement (Fat Brands, Inc)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(ii) (A) direct the Guarantors each Co-Issuer to exercise (and each Guarantor such Co-Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor such Co-Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorsuch Co-Issuer, and any right of any Guarantor such Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors such Co-Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor such Co-Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors such Co-Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Document, Document with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, provided that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) ), and the Trustee shall will provide notice to the Guarantors each Co-Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of the Collateral.
Appears in 4 contracts
Samples: Amendment No. 11 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.), Amendment No. 9 to the Amended and Restated Base Indenture (Driven Brands Holdings Inc.), Base Indenture Amendment (Driven Brands Holdings Inc.)
Other Proceedings. If and whenever when an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Document or by law, including any remedies of a secured party under applicable Requirements of Law;
(A) direct the Guarantors Issuer to exercise (and each Guarantor the Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor the Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Issuer, and any right of any Guarantor the Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor the Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Document, Document with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, provided that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) ), and the Trustee shall will provide notice to the Guarantors Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
Appears in 3 contracts
Samples: Base Indenture (Yum Brands Inc), Base Indenture (Wingstop Inc.), Base Indenture (Yum Brands Inc)
Other Proceedings. If and whenever when an Event of Default shall have occurred and be is continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) pursuant to a Control Party request shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Master Issuer to exercise (and each Guarantor the Master Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor the Master Issuer against any party to any Collateral Transaction Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Master Issuer, and any right of any Guarantor the Master Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Master Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor the Master Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Master Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Related Document, with respect to the CollateralCollateral and, to the extent permitted by applicable law, any other Securitized Assets; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Related Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral and, to the extent permitted by applicable law, any other Securitized Assets, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Master Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of CollateralCollateral or Securitized Assets, to the extent permitted by applicable law.
Appears in 3 contracts
Samples: Sixth Supplement to Base Indenture (Wendy's Co), Base Indenture (Planet Fitness, Inc.), Base Indenture (Wendy's Co)
Other Proceedings. If and whenever when an Event of Default shall have occurred and be is continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, Indenture at the direction of the Controlling Class Representative), ) pursuant to a Control Party request shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors any Guarantor to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Transaction Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any right of any Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors any Guarantor shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Related Document, with respect to the CollateralCollateral and, to the extent permitted by applicable law, any other Securitized Assets; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Related Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral and, to the extent permitted by applicable law, any other Securitized Assets at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors and each Holder of Senior Subordinated Notes and Subordinated Notes of a proposed sale of CollateralCollateral or Securitized Assets, to the extent permitted by applicable law.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Planet Fitness, Inc.), Guarantee and Collateral Agreement (Wendy's Co)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Indenture Trustee, at the direction of the Control Aggregate Controlling Party (subject pursuant to Section 11.4(e) of the Base Indenturean Aggregate Controlling Party Order, at the direction of the Controlling Class Representative), shall take one or more of the following actionsshall:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party Indenture Trustee (at the direction of the Aggregate Controlling Class RepresentativeParty) or the Aggregate Controlling Party shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Agreement or any other Transaction Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Guarantor to exercise (and each the Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any the Guarantor against any party to any Collateral Transaction Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any the Guarantor, and any right of any the Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Guarantor shall have failed, within ten (10) Business Days of receiving the direction of the Indenture Trustee (given at the direction of the Control Party (at the direction of the Aggregate Controlling Class Representative)Party), to take commercially reasonable action to accomplish such directions of the Indenture Trustee, (y) any the Guarantor refuses to take such action or (z) the Control Aggregate Controlling Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Indenture Trustee or the Control Aggregate Controlling Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors Guarantor to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Document, with respect to the Pledged Collateral; provided that the Indenture Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Aggregate Controlling Party; and/or
(iv) sell all or a portion of the Pledged Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Indenture Trustee shall not proceed with any such sale without the prior written consent of the Control Aggregate Controlling Party (at the direction of the Controlling Class Representative) and the Indenture Trustee shall will provide notice to the Guarantors Guarantor and each Holder of Notes of a proposed sale of Pledged Collateral.
Appears in 2 contracts
Samples: Guaranty and Collateral Agreement (Ihop Corp), Guaranty and Collateral Agreement (Ihop Corp)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, acting at the direction of the Controlling Class Representative), ) shall be entitled to take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (acting at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Document or by law, including any remedies of a secured party under applicable Requirements of Law;
(A) direct the Guarantors Issuer to exercise (and each Guarantor the Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor the Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Issuer, and any right of any Guarantor the Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (acting at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor the Issuer refuses to take such action or (z) the Control Party (acting at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Document, with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Issuer and each Holder of Senior Notes, Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
Appears in 2 contracts
Samples: Base Indenture (Twin Hospitality Group Inc.), Base Indenture (Fat Brands, Inc)
Other Proceedings. If and whenever when an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative), shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any right of any Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Document, Document with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, provided that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) ), and the Trustee shall provide notice to the Guarantors and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Wingstop Inc.), Guarantee and Collateral Agreement (Yum Brands Inc)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, acting at the direction of the Controlling Class Representative), ) shall be entitled to take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (acting at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Document or by law, including any remedies of a secured party under applicable Requirements of Law;
(A) direct the Guarantors Issuer to exercise (and each Guarantor the Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor the Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Issuer, and any right of any Guarantor the Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (acting at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor the Issuer refuses to take such action or (z) the Control Party (acting at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Document, with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
Appears in 2 contracts
Samples: Base Indenture (Fat Brands, Inc), Base Indenture (Fat Brands, Inc)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Co-Issuers to exercise (and each Guarantor Co- Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor Co-Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any GuarantorCo-Issuer, and any right of any Guarantor Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Co-Issuers shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor Co-Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Co-Issuers to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Related Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Co-Issuers and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Samples: Sixth Supplement to Amended and Restated Base Indenture (Dominos Pizza Inc)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative), shall take one or more of the following actionsshall:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any right of any Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors and each Holder of Senior Subordinated Notes and Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Dominos Pizza Inc)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
: (i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Document or by law, including any remedies of a secured party under Requirements of Law;applicable law; (ii)
(A) direct the Guarantors each Co-Issuer to exercise (and each Guarantor such Co-Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor such Co-Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorsuch Co-Issuer, and any right of any Guarantor such Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors such Co-Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor such Co-Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors such Co-Issuer to take such action);
; (iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Document, Document with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
and/or (iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, provided that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) ), and the Trustee shall will provide notice to the Guarantors and each Holder of Notes of a proposed sale of Collateral.each
Appears in 1 contract
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative), shall take one or more of the following actionsshall:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Transaction Document to which such Guarantor is a the Guarantors are party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any right of any Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, provided that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors and each Holder of Senior Subordinated Notes and Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Driven Brands Holdings Inc.)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuingAs Control Party, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, Back-Up Manager acting at the direction of the Controlling Class Representative), shall take one or more Representative will (a) upon acceleration of the Class A Notes following actionsan Event of Default and (b) following a Lessee Payment Default Rapid Am Event promptly direct the Trustee to:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings proceedings (including any FCC and/or other regulatory filings) as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Issuers to exercise (and each Guarantor agrees the Issuers agree to exercise) all rights, remedies, powers, privileges and claims of any Guarantor the Issuers against any party to any Collateral Transaction Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Issuers, and any right of any Guarantor the Issuers to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Issuers shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses the Issuers refuse to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement of the Indenture to direct the Guarantors Issuers to take such action);
(iii) institute Proceedings proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by lawlaw and otherwise in compliance with Communications Laws; provided, however, provided that (i) the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors and each Holder of Notes Issuers of a proposed sale of CollateralCollateral and (ii) in no event shall the Trustee sell the claim under the Spectrum Lease to any Person not an Affiliate of the Lessee other than in connection with a disposition of the Spectrum Portfolio.
Appears in 1 contract
Samples: Base Indenture (SPRINT Corp)
Other Proceedings. If and whenever when an Event of Default shall have occurred and be is continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Co-Issuers to exercise (and each Guarantor Co-Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor Co-Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any GuarantorCo-Issuer, and any right of any Guarantor Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Co-Issuers shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor Co-Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Co-Issuers to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Related Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Co-Issuers and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Samples: Base Indenture (DineEquity, Inc)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject pursuant to Section 11.4(e) of the Base Indenturea Control Party Order, at the direction of the Controlling Class Representative), shall take one or more of the following actionsshall:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party Trustee (at the direction of the Controlling Class RepresentativeControl Party) or the Control Party shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Guarantor to exercise (and each the Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any the Guarantor against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any the Guarantor, and any right of any the Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Guarantor shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)Party), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any the Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed or, in the case of actions described in clause (z) above, contemporaneously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Guarantor and each Holder of Subordinated Notes of a proposed sale of Collateral.;
Appears in 1 contract
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(ii) (A) direct the Guarantors Issuereach Co-Issuer to exercise (and each Guarantor the Issuereach such Co-Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor the Issuersuch Co-Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Issuersuch Co-Issuer, and any right of any Guarantor the Issuersuch Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Issuersuch Co-Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor the Issuersuch Co-Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Issuersuch Co-Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Document, Document with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, provided that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) ), and the Trustee shall will provide notice to the Guarantors Issuereach Co-Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of the Collateral.
Appears in 1 contract
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative), shall take one or more of the following actionsshall:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any suspend the right of any Guarantor to take such action independent of such direction shall be suspendeda direction, and (B) if (x) the Guarantors shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors and each Holder of Senior Subordinated Notes and Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (DineEquity, Inc)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative), shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Document or by law, including any remedies of a secured party under Requirements of Law;
(A) direct the Guarantors to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any right of any Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors and each Holder of Senior Subordinated Notes and Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Dine Brands Global, Inc.)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuingAs Control Party, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, Back-Up Manager acting at the direction of the Controlling Class Representative), shall take one or more Representative will (a) upon acceleration of the Class A Notes following actionsan Event of Default and (b) following a Lessee Payment Default Rapid Am Event promptly direct the Trustee to:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings proceedings (including any FCC and/or other regulatory filings) as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(ii) (A) direct the Guarantors any Guarantor to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Transaction Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any the right of any Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors any Guarantor shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action);
(iii) institute Proceedings proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by lawlaw and otherwise in compliance with Communications Laws; provided, however, provided that (i) the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors and each Holder of Notes the Issuers of a proposed sale of CollateralCollateral and (ii) in no event shall the Trustee sell the claim under the Spectrum Lease to any Person not an Affiliate of the Lessee other than in connection with a disposition of the Spectrum Portfolio.
Appears in 1 contract
Other Proceedings. If and whenever when an Event of Default shall have occurred and be is continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) pursuant to a Control Party request shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Master Issuer to exercise (and each Guarantor the Master Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor the Master Issuer against any party to any Collateral Transaction Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Master Issuer, and any right of any Guarantor the Master Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Master Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor the Master Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Master Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Related Document, with respect to the CollateralCollateral and, to the extent permitted by applicable law, any other Securitized Assets; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Related Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral and, to the extent permitted by applicable law, any other Securitized Assets, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors Master Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of CollateralCollateral or Securitized Assets, to the extent permitted by applicable law.
Appears in 1 contract
Samples: Base Indenture (Wendy's Co)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Co-Issuers to exercise (and each Guarantor Co-Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor Co-Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any GuarantorCo-Issuer, and any right of any Guarantor Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Co-Issuers shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor Co-Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Co-Issuers to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, provided that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Co-Issuers and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), shall take one or more of the following actions) shall:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Co-Issuers to exercise (and each Guarantor Co-Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor Co-Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any GuarantorCo-Issuer, and any right of any Guarantor Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Co-Issuers shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor Co-Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Co-Issuers to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Co-Issuers and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Samples: Base Indenture (Sonic Corp)
Other Proceedings. If and whenever when an Event of Default shall have occurred and be is continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) pursuant to a Control Party Order shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Master Issuer to exercise (and each Guarantor the Master Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor the Master Issuer against any party to any Collateral Transaction Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Master Issuer, and any right of any Guarantor the Master Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Master Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor the Master Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Master Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Related Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Master Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Co-Issuers to exercise (and each Guarantor Co-Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor Co-Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any GuarantorCo-Issuer, and any right of any Guarantor Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Co-Issuers shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor Co-Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Co-Issuers to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Related Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Co-Issuers and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Samples: Base Indenture (Dominos Pizza Inc)
Other Proceedings. If and whenever when an Event of Default shall have occurred and be is continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e11.04(e) of the Base Indenture, Indenture at the direction of the Controlling Class Representative), ) pursuant to a Control Party request shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors any Guarantor to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Transaction Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any right of any Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors any Guarantor shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Related Document, with respect to the CollateralCollateral and, to the extent permitted by applicable law, any other Securitized Assets; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Related Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral and, to the extent permitted by applicable law, any other Securitized Assets at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors and each Holder of Senior Subordinated Notes and Subordinated Notes of a proposed sale of CollateralCollateral or Securitized Assets, to the extent permitted by applicable law.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Jack in the Box Inc /New/)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative), Representative shall be entitled to take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party Trustee (acting at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Document or by law, including any remedies of a secured party under applicable Requirements of Law;
(A) direct the Guarantors Issuer to exercise (and each Guarantor the Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor the Issuer against any party to any Collateral Transaction Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Issuer, and any right of any Guarantor the Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor the Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) Representative reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Document, with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by or established by the Control PartyControlling Class Representative; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) Representative and the Trustee shall will provide notice to the Guarantors Issuer and each Holder of Senior Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Samples: Base Indenture (Fat Brands, Inc)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Issuer to exercise (and each Guarantor the Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor the Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Issuer, and any right of any Guarantor the Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor the Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Document, Document with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, provided that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) ), and the Trustee shall will provide notice to the Guarantors Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of the Collateral.
Appears in 1 contract
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the TrusteeTrustee may and, at the direction of the Control Party (subject pursuant to Section 11.4(e) of the Base Indenturea Control Party Order, at the direction of the Controlling Class Representative), shall take one or more of the following actionsshall:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party Trustee (at the direction of the Controlling Class RepresentativeControl Party) or the Control Party shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Co-Issuers to exercise (and each Guarantor Co-Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor Co-Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any GuarantorCo-Issuer, and any right of any Guarantor Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Co-Issuers shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)Party), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor Co-Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Co-Issuers to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) Party, and the Trustee shall provide notice to the Guarantors Co-Issuers and each Holder of Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Samples: Base Indenture (Nuco2 Inc /Fl)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject pursuant to Section 11.4(e) of the Base Indenturea Control Party Order, at the direction of the Controlling Class Representative), shall take one or more of the following actionsshall:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party Trustee (at the direction of the Controlling Class RepresentativeControl Party) or the Control Party shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Co-Issuers to exercise (and each Guarantor Co-Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor Co-Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any GuarantorCo-Issuer, and any right of any Guarantor Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Co-Issuers shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)Party), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor Co-Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed or, in the case of actions described in clause (z) above, contemporaneously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Co-Issuers to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Co-Issuers and each Holder of Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Samples: Base Indenture (Sonic Corp)
Other Proceedings. If and whenever when an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Document or by law, including any remedies of a secured party under applicable Requirements of Law;
(A) direct the Guarantors Issuer to exercise (and each Guarantor the Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor the Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Issuer, and any right of any Guarantor the Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor the Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Document, Document with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, provided that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) ), and the Trustee shall will provide notice to the Guarantors Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative), shall take one or more of the following actionspursuant to a Control Party Order, shall:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors any Guarantor to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Transaction Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any suspend the right of any Guarantor to take such action independent of such direction shall be suspendeda direction, and (B) if (x) the Guarantors any Guarantor shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors and each Holder of Senior Subordinated Notes and Subordinated Notes of a proposed sale of CollateralCollateral in compliance with applicable law.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Dunkin' Brands Group, Inc.)
Other Proceedings. If and whenever when an Event of Default shall have occurred and be is continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, Indenture at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors any Guarantor to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Transaction Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any right of any Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors any Guarantor shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Related Document, with respect to the CollateralCollateral and, to the extent permitted by applicable law, any other Securitized Assets; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Related Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control PartyParty (or one or more acquisition vehicles designated by it); and/or
(iv) sell all or a portion of the Collateral and, to the extent permitted by applicable law, any other Securitized Assets at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors and each Holder of Senior Subordinated Notes and Subordinated Notes of a proposed sale of CollateralCollateral or Securitized Assets, to the extent permitted by applicable law.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (European Wax Center, Inc.)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative), shall take one or more of the following actionsshall:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Guarantor to exercise (and each the Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any the Guarantor against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any the Guarantor, and any right of any the Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Guarantor shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any the Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors Guarantor to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall provide notice to the Guarantors Guarantor and each Holder of Senior Subordinated Notes and Subordinated Notes of a proposed sale of Collateral.
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Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (acting at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Document or by law, including any remedies of a secured party under applicable Requirements of Law;
(ii) (A) direct the Guarantors Co-Issuers to exercise (and each Guarantor Co-Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor Co-Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any GuarantorCo-Issuer, and any right of any Guarantor Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Co-Issuers shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (acting at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor Co-Issuer refuses to take such action or (z) the Control Party (acting at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Co-Issuers to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Document, with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Co-Issuers and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Other Proceedings. If and whenever when an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (acting at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or the Indenture, by any other Transaction Document or by law, including any remedies of a secured party under applicable Requirements of Law;
(ii) (A) direct the Guarantors Co-Issuers to exercise (and each Guarantor Co-Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor Co-Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any GuarantorCo-Issuer, and any right of any Guarantor Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Co-Issuers shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (acting at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor Co-Issuer refuses to take such action or (z) the Control Party (acting at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Co-Issuers to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Document, with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control PartyParty (or one or more vehicles controlled by it); and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, provided that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Co-Issuers and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
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Other Proceedings. If and whenever when an Event of Default shall have occurred and be is continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture11.4I, at the direction of the Controlling Class Representative), ) pursuant to a Control Party request shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Master Issuer to exercise (and each Guarantor the Master Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor the Master Issuer against any party to any Collateral Transaction Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Master Issuer, and any right of any Guarantor the Master Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Master Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor the Master Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Master Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Related Document, with respect to the CollateralCollateral and, to the extent permitted by applicable law, any other Securitized Assets; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Related Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral and, to the extent permitted by applicable law, any other Securitized Assets, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Master Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of CollateralCollateral or Securitized Assets, to the extent permitted by applicable law.
Appears in 1 contract
Other Proceedings. If and whenever when an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative), shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Document or by law, including any remedies of a secured party under applicable Requirements of Law;
(ii) (A) direct the Guarantors to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any right of any Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Document, Document with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, provided that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) ), and the Trustee shall provide notice to the Guarantors and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject pursuant to Section 11.4(e) of the Base Indenturea Control Party Order, at the direction of the Controlling Class Representative), shall take one or more of the following actionsshall:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party Trustee (at the direction of the Controlling Class RepresentativeControl Party) or the Control Party shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Co-Issuers to exercise (and each Guarantor Co-Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor Co- Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any GuarantorCo-Issuer, and any right of any Guarantor Co-Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Co-Issuers shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)Party), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor Co-Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Co-Issuers to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Co-Issuers and each Holder of Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Samples: Base Indenture (Dominos Pizza Inc)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject pursuant to Section 11.4(e) of the Base Indenturea Control Party Order, at the direction of the Controlling Class Representative), shall take one or more of the following actionsshall:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party Trustee (at the direction of the Controlling Class RepresentativeControl Party) or the Control Party shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors to exercise (and each Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantor, and any right of any Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)Party), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors and each Holder of Subordinated Notes of a proposed sale of Collateral.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Dominos Pizza Inc)
Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture, at the direction of the Controlling Class Representative), shall take one or more of the following actionsshall:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Guarantor to exercise (and each the Guarantor agrees to exercise) all rights, remedies, powers, privileges and claims of any the Guarantor against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any the Guarantor, and any right of any the Guarantor to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Guarantor shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any the Guarantor refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement to direct the Guarantors Guarantor to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement or, to the extent applicable, any other Transaction Related Document, with respect to the Collateral; provided that the Trustee shall not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Guarantor and each Holder of Senior Subordinated Notes and Subordinated Notes of a proposed sale of Collateral.;
Appears in 1 contract
Other Proceedings. If and whenever when an Event of Default shall have occurred and be is continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), acting at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (acting at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Master Issuer to exercise (and each Guarantor the Master Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of the Master Issuer or any Guarantor Securitization Entity against any party to any Collateral Transaction Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Master Issuer, and any right of any Guarantor the Master Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Master Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (acting at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor the Master Issuer refuses to take such action or (z) the Control Party (acting at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Master Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Related Document, with respect to the CollateralCollateral and, to the extent permitted by applicable law, any other Securitized Assets; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Related Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control PartyParty (or one or more acquisition vehicles designated by it); and/or
(iv) sell all or a portion of the Collateral and, to the extent permitted by applicable law, any other Securitized Assets, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that (A) the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Master Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral or Securitized Assets, to the extent permitted by applicable law, and (B) in carrying out such a sale of Securitization IP included in the Collateral, the Trustee (as directed by the Control Party, acting at the direction of the Controlling Class Representative) and the Control Party (acting at the direction of the Controlling Class Representative) shall take such steps as may be reasonably necessary to maintain the existence and enforceability of the Securitization IP, including maintaining the confidentiality of Trade Secrets, the nature and quality of use of Trademarks, and using and providing notices necessary to ensure the full enforceability of such rights.
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Other Proceedings. If and whenever when an Event of Default shall have occurred and be is continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture11.04(e), at the direction of the Controlling Class Representative), ) pursuant to a Control Party request shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Related Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Related Document or by law, including any remedies of a secured party under Requirements of Lawapplicable law;
(A) direct the Guarantors Master Issuer to exercise (and each Guarantor the Master Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of the Master Issuer or any Guarantor Securitization Entity against any party to any Collateral Transaction Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Master Issuer, and any right of any Guarantor the Master Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Master Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor the Master Issuer refuses to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Master Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Related Document, with respect to the CollateralCollateral and, to the extent permitted by applicable law, any other Securitized Assets; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Related Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral and, to the extent permitted by applicable law, any other Securitized Assets, at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Master Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of CollateralCollateral or Securitized Assets, to the extent permitted by applicable law.
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Other Proceedings. If and whenever when an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Document or by law, including any remedies of a secured party under applicable Requirements of Law;
(ii) (A) direct the Guarantors Co-Issuers to exercise (and each Guarantor agrees the Co-Issuers agree to exercise) all rights, remedies, powers, privileges and claims of any Guarantor the Co-Issuers against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Co-Issuers, and any right of any Guarantor the Co-Issuers to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Co-Issuers shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor refuses the Co-Issuers refuse to take such action or (z) the Control Party (at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Co-Issuers to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Document, Document with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, provided that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (at the direction of the Controlling Class Representative) ), and the Trustee shall will provide notice to the Guarantors Co-Issuers and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
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Other Proceedings. If and whenever an Event of Default shall have occurred and be continuing, the Trustee, at the direction of the Control Party (subject to Section 11.4(e) of the Base Indenture), at the direction of the Controlling Class Representative), ) shall take one or more of the following actions:
(i) proceed to protect and enforce its rights and the rights of the Noteholders and the other Secured Parties, by such appropriate Proceedings as the Control Party (acting at the direction of the Controlling Class Representative) shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Agreement the Indenture or any other Transaction Document or in aid of the exercise of any power granted therein, or to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Agreement the Indenture or any other Transaction Document or by law, including any remedies of a secured party under applicable Requirements of Law;
(A) direct the Guarantors Issuer to exercise (and each Guarantor the Issuer agrees to exercise) all rights, remedies, powers, privileges and claims of any Guarantor the Issuer against any party to any Collateral Document to which such Guarantor is a party arising as a result of the occurrence of such Event of Default or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to any Guarantorthe Issuer, and any right of any Guarantor the Issuer to take such action independent of such direction shall be suspended, and (B) if (x) the Guarantors Issuer shall have failed, within ten (10) Business Days of receiving the direction of the Trustee (given at the direction of the Control Party (acting at the direction of the Controlling Class Representative)), to take commercially reasonable action to accomplish such directions of the Trustee, (y) any Guarantor the Issuer refuses to take such action or (z) the Control Party (acting at the direction of the Controlling Class Representative) reasonably determines that such action must be taken immediately, take (or the Control Party on behalf of the Trustee shall take) such previously directed action (and any related action as permitted under this Agreement the Indenture thereafter determined by the Trustee or the Control Party to be appropriate without the need under this provision or any other provision under this Agreement the Indenture to direct the Guarantors Issuer to take such action);
(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Agreement the Indenture or, to the extent applicable, any other Transaction Document, with respect to the Collateral; provided that the Trustee shall will not be required to take title to any real property in connection with any foreclosure or other exercise of remedies hereunder or under such Transaction Documents and title to such property shall will instead be acquired in an entity designated and (unless owned by a third party) controlled by the Control Party; and/or
(iv) sell all or a portion of the Collateral at one or more public or private sales called and conducted in any manner permitted by law; provided, however, that the Trustee shall not proceed with any such sale without the prior written consent of the Control Party (acting at the direction of the Controlling Class Representative) and the Trustee shall will provide notice to the Guarantors Issuer and each Holder of Subordinated Notes and Senior Subordinated Notes of a proposed sale of Collateral.
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