Common use of Right to Enforce Agreement Clause in Contracts

Right to Enforce Agreement. (a) The Collateral Agent shall have the exclusive right to manage, perform and enforce the terms of the Collateral Documents with respect to the Collateral, to exercise and enforce all privileges and rights thereunder in respect of the Collateral according to its discretion exercised in good faith (notwithstanding any Default under the Senior Facilities Documents), including, without limitation, the exclusive right to administer, take or retake control or possession of any Collateral, to hold, prepare for sale, process, sell, lease, dispose of, or liquidate any Collateral, to foreclose or forbear from foreclosure in respect of any Collateral, seeking or not seeking relief from any stay against foreclosure or other remedies in any insolvency proceeding in respect of any Collateral and the acceptance of any Collateral in full or partial satisfaction of any indebtedness. Subject to Section 11.12, only the Collateral Agent, acting at the direction of the Administrative Agent and the Revolving Credit Agent (or, after the occurrence and during the continuation of an Acceleration, the Required Senior Lenders) and in accordance with the Senior Facilities Documents, shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of Collateral, in each case in connection with enforcement of its foreclosure remedies under the Loan Documents. Any costs and expenses or other amounts paid or to be paid by the Collateral Agent may be paid by the Senior Lenders and shall constitute part of the Secured Obligations secured by the Collateral. (b) Promptly upon the request of the Collateral Agent, the Administrative Agent will, at the expense of Credit Parties, join in enforcement, collection, execution, levy or foreclosure proceedings with respect to the Collateral and otherwise cooperate fully in the maintenance of such proceedings by the Collateral Agent, including, without limitation, by executing and delivering all such directions, consents, pleadings, releases and other documents and instruments as the Collateral Agent may reasonably request in connection therewith, it being understood that the conduct of such proceedings shall at all times be under the exclusive control of the Collateral Agent.

Right to Enforce Agreement. (a) The Collateral Agent shall have the exclusive right to manage, perform and enforce the terms of the Collateral Documents with respect to the Collateral, to exercise and enforce all privileges and rights thereunder in respect of the Collateral according to its discretion exercised in good faith (notwithstanding any Default under the Senior Facilities Documents), including, without limitation, the exclusive right to administer, take or retake control or possession of any Collateral, to hold, prepare for sale, process, sell, lease, dispose of, or liquidate any Collateral, to foreclose or forbear from foreclosure in respect of any Collateral, seeking or not seeking relief from any stay against foreclosure or other remedies in any insolvency proceeding in respect of any Collateral and the acceptance of any Collateral in full or partial satisfaction of any indebtedness. Subject to Section 11.12, only the Collateral Agent, acting at the direction of the Administrative Agent and the Revolving Credit Term Loan Agent (or, after the occurrence and during the continuation of an Acceleration, the Required Senior Lenders) and in accordance with the Senior Facilities Documents, shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of Collateral, in each case in connection with enforcement of its foreclosure remedies under the Loan Documents. Any costs and expenses or other amounts paid or to be paid by the Collateral Agent may be paid by the Senior Lenders and shall constitute part of the Secured Obligations secured by the Collateral. (b) Promptly upon the request of the Collateral Agent, the Administrative Agent will, at the expense of Credit Parties, join in enforcement, collection, execution, levy or foreclosure proceedings with respect to the Collateral and otherwise cooperate fully in the maintenance of such proceedings by the Collateral Agent, including, without limitation, by executing and delivering all such directions, consents, pleadings, releases and other documents and instruments as the Collateral Agent may reasonably request in connection therewith, it being understood that the conduct of such proceedings shall at all times be under the exclusive control of the Collateral Agent.

Right to Enforce Agreement. (a) The Collateral Agent Trustee shall have the exclusive right to manage, perform and enforce the terms of the Collateral Documents Agreements with respect to the Collateral, to exercise and enforce all privileges and rights thereunder in respect of the Collateral according to its discretion exercised in good faith (notwithstanding any Default under the Senior Facilities Documents), including, without limitation, the exclusive right to administer, take or retake control or possession of any Collateral, to hold, prepare for sale, process, sell, lease, dispose of, or liquidate any Collateral, to foreclose or forbear from foreclosure in respect of any Collateral, seeking or not seeking relief from any stay against foreclosure or other remedies in any insolvency proceeding in respect of any Collateral and the acceptance of any Collateral in full or partial satisfaction of any indebtedness. Subject to Section 11.12, only the Collateral AgentTrustee, acting at as directed by an Act of Instructing Debtholders (as defined in the direction of the Administrative Agent and the Revolving Credit Agent (or, after the occurrence and during the continuation of an Acceleration, the Required Senior LendersIntercreditor Agreement) and in accordance with the Senior Facilities Documents, shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of Collateral, in each case in connection with enforcement of its foreclosure remedies under the Loan Documents. Any costs and expenses or other amounts paid or to be paid by the Collateral Agent Trustee may be paid by the Senior Lenders and shall constitute part of the Secured Obligations secured by the Collateral. (b) Promptly upon the request of the Collateral AgentTrustee, the Administrative Agent will, at the expense of Credit Parties, join in enforcement, collection, execution, levy or foreclosure proceedings with respect to the Collateral and otherwise cooperate fully in the maintenance of such proceedings by the Collateral AgentTrustee, including, without limitation, by executing and delivering all such directions, consents, pleadings, releases and other documents and instruments as the Collateral Agent Trustee may reasonably request in connection therewith, it being understood that the conduct of such proceedings shall at all times be under the exclusive control of the Collateral AgentTrustee.

Right to Enforce Agreement. (a) The Collateral Agent shall have the exclusive right to manage, perform and enforce the terms of the Collateral Documents Security Agreements with respect to the Collateral, to exercise and enforce all privileges and rights thereunder in respect of the Collateral according to its discretion exercised in good faith and the exercise of its exclusive business judgment (notwithstanding any Default default or event of default under any of the Senior Facilities DocumentsLender Agreements, Noteholder Agreements or the Security Agreements), including, without limitation, the exclusive right to administer, take or retake control or possession of any Collateral, to hold, prepare for sale, process, sell, lease, dispose of, or liquidate any Collateral, to foreclose or forbear from foreclosure in respect of any Collateral, seeking or not seeking relief from any stay against foreclosure or other remedies in any insolvency proceeding Insolvency Proceeding in respect of any Collateral and the acceptance of any Collateral in full or partial satisfaction of any indebtedness. Subject Notwithstanding anything to Section 11.12the contrary contained in any of the Agreements, only the Collateral Agent, acting at the direction of the Administrative Agent and the Revolving Credit Agent (or, after the occurrence and during the continuation of an Acceleration, the Required Senior Lenders) and in accordance with the Senior Facilities Documents, shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. No consent or approval by any Note Creditor to any sale, transfer or other disposition of any Collateral by Collateral Agent or by any Debtor with the approval of Collateral Agent shall be required, and Collateral Agent may, without the consent of Note Creditors, release its Lien on any Collateral so sold, transferred or disposed of, and notwithstanding anything to the contrary contained in each case any of the Agreements, Note Creditors shall be deemed to have consented thereto (and Note Trustee shall be deemed required to release its Lien for purposes of Section 10.05(c) of the Note Indenture, which provision may not be amended or supplemented without the prior consent of Collateral Agent), except that, in connection with enforcement any sale of its foreclosure remedies ------ ---- Collateral by any Debtor with the approval of Collateral Agent, and the release of the Lien of Collateral Agent, to the extent that the amount of the proceeds that must be received from such sale by Debtors as a condition of the consent of Lender to such sale are not set out in the Lender Agreements (as in effect on the date hereof), and to the extent that Section 314 of the Trust Indenture Act of 1939 may be applicable to such sale or release, the consent of Note Creditors is subject only to (i) the receipt by Note Trustee of such certificates and opinions as may be required under Section 314(d) of the Loan DocumentsTrust Indenture Act of 1939, if any, and (ii) the receipt by Note Trustee of a request from a Debtor for such consent, together with the written approval thereof by Collateral Agent, and a certificate from officers of a Debtor and an opinion of counsel to a Debtor that the conditions precedent to such release provided for in the Note Indenture as in effect on the date hereof have been satisfied and therefore such release is in accordance with the terms of the Note Indenture. Any costs and expenses or other amounts paid or to be paid by the Collateral Agent may be paid by the Senior Lenders Lender and shall constitute part of the Secured Obligations Lender Debt secured by the Collateral. Nothing contained in this Section 3.4(a) shall be construed to relieve Collateral Agent from any liability to Creditors for any losses suffered by Creditors as a result of an action by Collateral Agent in conducting a sale, transfer or other disposition of any Collateral by Collateral Agent which is determined to constitute gross negligence or wilful misconduct pursuant to a final, non-appealable order of a court of competent jurisdiction. Until Lender has received payment in full of the Lender Debt, no Note Creditor shall have any right to direct Lender or Collateral Agent to exercise any right, remedy or power with respect to the Collateral and Note Trustee on behalf of each Note Creditor consents to the exercise by Lender or Collateral Agent of any such right, remedy or power as provided herein. No Note Creditor shall institute any suit or assert in any suit, Insolvency Proceeding or other proceeding any claim against Note Trustee, Lender or Collateral Agent seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and Note Trustee, Lender and Collateral Agent shall not be liable for, any action taken or omitted to be taken by Note Trustee, Lender or Collateral Agent with respect to the Collateral. (b) Except as expressly permitted by Section 3.4(c) hereof, notwithstanding any rights or remedies available to a Creditor under any of the Agreements, applicable law or otherwise, without the consent of the Collateral Agent, no Creditor shall directly or indirectly assert or exercise any right or remedy as against any of the Collateral, including, without limitation, seeking to foreclose or realize upon (judicially or non-judicially) any Collateral or asserting any claims or interests therein (including, without limitation, by setoff or notification of account debtors). (c) Promptly upon the request of the Collateral Agent, the Administrative Agent Lender or Note Trustee will, at the expense of Credit PartiesDebtors, join in enforcement, collection, execution, levy or foreclosure proceedings with respect to the Collateral and otherwise cooperate fully in the maintenance of such proceedings by the Collateral Agent, including, without limitation, by executing and delivering all such directions, consents, pleadings, releases and other documents and instruments as the Collateral Agent may reasonably request in connection therewith, it being understood that the conduct of such proceedings shall at all times be under the exclusive control of the Collateral Agent. (d) Uniform Commercial Code financing statements (and including any amendments, assignments, correction statements or termination statements with respect thereto), mortgages, deeds of trust, deeds to secure debt and other instruments to perfect the Liens of Collateral Agent in certain of the Collateral shall be filed by Collateral Agent naming Collateral Agent as the secured party. No Creditor shall file any Uniform Commercial Code financing statements (and including any amendments, assignments, correction statements or termination statements with respect thereto), mortgages, deeds of trust, deeds to secure debt and other instruments with respect to the Collateral, unless Collateral Agent shall fail to do so within ten (10) business days of receiving notice that any of the foregoing have not been properly filed or have lapsed, except if Collateral Agent is not permitted to file such financing statements, mortgages, deeds of trust, deeds to secure debt or other instruments as a result of any applicable statute or regulation or order of any court or other governmental authority, and then in such case, only with the prior written consent of Collateral Agent. No Creditor shall exercise or assert any right to exercise any voting rights in respect of any act or omission by Collateral Agent with respect to the Collateral (or the disposition of the proceeds thereof), or to direct or assert any right to direct Collateral Agent. Collateral Agent may amend, modify, supplement or waive any provision of any Security Agreement only with the approval of Lender until the payment in full of the Lender Debt and thereafter only with the approval of Note Trustee, except that, Collateral Agent may not waive any default or event of default arising under the Note Indenture or the Lender Agreements.

Right to Enforce Agreement. 10 120 (a) The Collateral Agent shall have the exclusive right to manage, perform and enforce the terms of the Collateral Documents Security Agreements with respect to the Collateral, to exercise and enforce all privileges and rights thereunder in respect of the Collateral according to its discretion exercised in good faith and the exercise of its exclusive business judgment (notwithstanding any Default default or event of default under any of the Senior Facilities DocumentsLender Agreements, Noteholder Agreements or the Security Agreements), including, without limitation, the exclusive right to administer, take or retake control or possession of any Collateral, to hold, prepare for sale, process, sell, lease, dispose of, or liquidate any Collateral, to foreclose or forbear from foreclosure in respect of any Collateral, seeking or not seeking relief from any stay against foreclosure or other remedies in any insolvency proceeding Insolvency Proceeding in respect of any Collateral and the acceptance of any Collateral in full or partial satisfaction of any indebtedness. Subject Notwithstanding anything to Section 11.12the contrary contained in any of the Agreements, only the Collateral Agent, acting at the direction of the Administrative Agent and the Revolving Credit Agent (or, after the occurrence and during the continuation of an Acceleration, the Required Senior Lenders) and in accordance with the Senior Facilities Documents, shall have the right to restrict or permit, or approve or disapprove, the sale, transfer or other disposition of Collateral. No consent or approval by any Note Creditor to any sale, transfer or other disposition of any Collateral by Collateral Agent or by any Debtor with the approval of Collateral Agent shall be required, and Collateral Agent may, without the consent of Note Creditors, release its Lien on any Collateral so sold, transferred or disposed of, and notwithstanding anything to the contrary contained in each case any of the Agreements, Note Creditors shall be deemed to have consented thereto (and Note Trustee shall be deemed required to release its Lien for purposes of Section 10.05(c) of the Note Indenture, which provision may not be amended or supplemented without the prior consent of Collateral Agent), except that, in connection with enforcement any sale of its foreclosure remedies Collateral by any Debtor with the approval of Collateral Agent, and the release of the Lien of Collateral Agent, to the extent that the amount of the proceeds that must be received from such sale by Debtors as a condition of the consent of Lender to such sale are not set out in the Lender Agreements (as in effect on the date hereof), and to the extent that Section 314 of the Trust Indenture Act of 1939 may be applicable to such sale or release, the consent of Note Creditors is subject only to the receipt by Note Trustee of such certificates and opinions as may be required under Section 314(d) of the Loan DocumentsTrust Indenture Act of 1939, if any. Any costs and expenses or other amounts paid or to be paid by the Collateral Agent may be paid by the Senior Lenders and Lenxxx xxd shall constitute part of the Secured Obligations Lender Debt secured by the Collateral. (b. Nothing contained in this Section 3.4(a) Promptly upon the request shall be construed to relieve Collateral Agent from any liability to Creditors for any losses suffered by Creditors as a result of an action by Collateral Agent in conducting a sale, transfer or other disposition of any Collateral by Collateral Agent which is determined to constitute gross negligence or wilful misconduct pursuant to a final, non-appealable order of a court of competent jurisdiction. Until Lender has received payment in full of the Lender Debt, no Note Creditor shall have any right to direct Lender or Collateral AgentAgent to exercise any right, the Administrative Agent will, at the expense of Credit Parties, join in enforcement, collection, execution, levy remedy or foreclosure proceedings power with respect to the Collateral and otherwise cooperate fully in Note Trustee on behalf of each Note Creditor consents to the maintenance of such proceedings exercise by the Collateral Agent, including, without limitation, by executing and delivering all such directions, consents, pleadings, releases and other documents and instruments as the Lender or Collateral Agent may reasonably request of any such right, remedy or power as provided herein. No Note Creditor shall institute any suit or assert in connection therewithany suit, it being understood that Insolvency Proceeding or other proceeding any claim against Note Trustee, Lender or Collateral Agent seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and Note Trustee, Lender and Collateral Agent shall not be liable for, any action taken or omitted to be taken by Note Trustee, Lender or Collateral Agent with respect to the conduct of such proceedings shall at all times be under the exclusive control of the Collateral AgentCollateral.

Right to Enforce Agreement. (a) The Collateral Agent Subject to the terms and conditions set forth in this Intercreditor Agreement, the Senior Creditor shall have the exclusive right to manage, perform and enforce the terms of the Collateral Documents Agreements of such Creditor with respect to the Collateral, to exercise and enforce all privileges and rights thereunder in respect of the Collateral according to its discretion exercised in good faith (notwithstanding any Default under and the Senior Facilities Documents)exercise of its business judgment, including, without limitation, the exclusive right to administer, take or retake control or possession of any Collateral, such Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate any Collateral, such Collateral (except with respect to foreclose or forbear from foreclosure in respect of any Collateral, seeking or not seeking relief from any stay against foreclosure or other remedies in any insolvency proceeding in respect of any the Cleveland Subsidiary Priority Collateral and the acceptance of any Collateral in full or partial satisfaction of any indebtedness. Subject to Section 11.12, only the Collateral which shall be managed exclusively by Revolving Loan Agent, acting at the direction of the Administrative Agent and the Revolving Credit Agent (orexcept as set forth in Section 2.8(d) hereof), after the occurrence and during the continuation of an Accelerationprovided, the Required Senior Lenders) and that, any foreclosure sale by any Creditor shall be conducted in accordance with a commercially reasonable manner. No other Creditor shall have any right to direct the Senior Facilities DocumentsCreditor to exercise any right, shall have the right to restrict remedy or permit, or approve or disapprove, the sale, transfer or other disposition of Collateral, in each case in connection with enforcement of its foreclosure remedies under the Loan Documents. Any costs and expenses or other amounts paid or to be paid by the Collateral Agent may be paid by the Senior Lenders and shall constitute part of the Secured Obligations secured by the Collateral. (b) Promptly upon the request of the Collateral Agent, the Administrative Agent will, at the expense of Credit Parties, join in enforcement, collection, execution, levy or foreclosure proceedings power with respect to the Collateral and otherwise cooperate fully in the maintenance of such proceedings other Creditors consent to the exercise by the Collateral AgentSenior Creditor of any such right, includingremedy or power in accordance with the terms hereof and applicable law. No Creditor, without limitationexcept the Senior Creditor, shall institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Senior Creditor seeking damages from or other relief by executing way of specific performance, instructions or otherwise, with respect to, and delivering all the Senior Creditor shall not be liable for, any action taken or omitted to be taken by such directionsCreditor with respect to the Collateral, consentsexcept in each case, pleadings, releases and other documents and instruments as to the Collateral Agent may reasonably request in connection therewith, it being understood that extent the conduct of such proceedings Creditor constitutes gross negligence or willful misconduct as determined pursuant to a final non-appealable order of a court of competent jurisdiction or such Creditor has failed to comply with the terms hereof or any applicable law. In no event shall at all times be under the exclusive control gross negligence or willful misconduct of the Collateral AgentSenior Creditor or the failure by such Creditor to act in accordance with applicable law or to otherwise comply with the terms hereof excuse performance by the other Creditors of any of their respective obligations hereunder, including this provision.