Common use of Enforcement Rights Clause in Contracts

Enforcement Rights. Subject to the requirements set forth in Section 5(b) of Annex I to the Declaration as of the date hereof, the holders of Capital Securities shall have the voting rights set forth in Section 5(b) of such Annex I, and, subject to the requirements set forth in Section 6(c) of such Annex I, the holders of Common Securities shall have the voting rights set forth in Section 6(c) of such Annex I, which provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. If the Property Trustee fails to enforce its rights under the Debentures, a holder of Capital Securities, to the fullest extent permitted by law, may institute a legal proceeding directly against the Company to enforce the Property Trustee's rights under the Debentures without first instituting any legal proceeding against the Property Trustee or any other Person. Notwithstanding the foregoing, if a Declaration Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of or interest on the Debentures on the date such principal or interest is otherwise payable (or in the case of redemption, on the Redemption Date), then the registered holder of the Capital Securities may (and the Company hereby acknowledges that a registered holder of Capital Securities may) directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such holder (a "Direct Action") on or after the respective due date specified in or pursuant to the Debentures or the Indenture. Notwithstanding any payments made to such holder of Capital Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of and interest on such Debentures, and the Company shall be subrogated to the rights of such holder of Capital Securities under the Declaration to the extent of any payment made by the Company to such holder of Capital Securities in such Direct Action. Except as provided in this Section 2.6, the holders of Capital Securities will not be able to exercise any other remedy available to the holders of the Debentures.

Enforcement Rights. Subject (a) Each Series A Holder agrees that until all Series B Claims have been Paid in Full, (i) it will not take any Enforcement Action with respect to any Collateral; and (ii) subject to the requirements set forth terms of this Agreement, Series B Administrative Holder may, at its option at any time while an Event of Default exists under the Series B Note Documents, take any Enforcement Action and exercise any right or remedy it deems appropriate in Section 5(b) of Annex I connection therewith with respect to the Declaration as of Collateral. Until the date hereofSeries B Claims are Paid in Full, the holders of Capital Securities Series B Administrative Holder shall have the voting rights set forth exclusive right to instruct the Collateral Agent in Section 5(b) respect of such Annex Iany remedies to be taken in respect of Collateral. However, and, subject notwithstanding anything to the requirements set forth contrary in Section 6(c) of such Annex I, the holders of Common Securities shall have the voting rights set forth in Section 6(c) of such Annex I, which provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. If the Property Trustee fails to enforce its rights under the Debentures, a holder of Capital Securities, to the fullest extent permitted by law, may institute a legal proceeding directly against the Company to enforce the Property Trustee's rights under the Debentures without first instituting any legal proceeding against the Property Trustee or any other Person. Notwithstanding the foregoing, if the Series B Administrative Holder has not instructed the Collateral Agent to initiate Enforcement Action with respect to a Declaration Event substantial portion of Default has occurred and is continuing and such event is attributable the Collateral, the Series A Administrative Holder may deliver written notice to the failure Series B Administrative Holder requesting that such Enforcement Action be taken and, if Series B Administrative Holder has not instructed the Collateral Agent to initiate Enforcement Action with respect to a substantial portion of the Company Collateral within 180 days after receipt of such notice, then Series A Administrative Holder may so instruct the Collateral Agent, provided, however, that if Series A Administrative Holder subsequently pursues Enforcement Actions with respect to pay principal a substantial portion of or interest on the Debentures on the date such principal or interest is otherwise payable Collateral, Series A Administrative Holder shall cease any Enforcement Action then pending and shall not pursue further Enforcement Action. (or in the case of redemptionb) Series A Administrative Holder, on the Redemption Date), then the registered holder behalf of the Capital Securities may (itself and the Company hereby acknowledges other Series A Holders, agrees that a registered holder it shall take such actions (at the sole cost and expense of Capital Securities mayIssuer) directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such holder (a "Direct Action") on or after the respective due date specified in or pursuant to the Debentures or the Indenture. Notwithstanding any payments made to such holder of Capital Securities by the Company as Series B Administrative Holder shall request in connection with a Direct Action, the Company shall remain obligated to pay the principal exercise by Series B Holders of and interest on such Debentures, and the Company shall be subrogated to the its rights of such holder of Capital Securities under the Declaration to the extent of any payment made by the Company to such holder of Capital Securities in such Direct Action. set forth herein. (c) Except as provided in subsections (d) and (e) hereof, if any Holder shall enforce its rights or remedies in violation of the terms of this Section 2.6Agreement, the holders of Capital Securities will Issuer shall not be able entitled to exercise use such violation as a defense to any other remedy available action by any Holder, nor to assert such violation as a counterclaim or basis for set-off or recoupment against any Holder. (d) If any Series A Holder, contrary to this Agreement, commences or participates in any Enforcement Action against the Collateral, Note Parties, with the prior written consent of Series B Administrative Holder, may interpose as a defense or dilatory plea the making of this Agreement, and any Series B Holder may intervene and interpose such defense or plea in its or their name or in the name of Issuer. (e) Should any Series A Holder, contrary to this Agreement, in any way take, or attempt to or threaten to take any action with respect to the holders Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement, any Series B Holder (in its or their own name or in the name of Issuer) or Issuer may obtain relief against such Series A Holder by injunction, specific performance and/or other appropriate equitable relief, it being understood and agreed by Series A Administrative Holder on behalf of each Series A Holder that (A) Series B Holders’ damages from its actions may at that time be difficult to ascertain and may be irreparable, and (B) each Series A Holder waives any defense that Issuer and/or Series B Holders cannot demonstrate damage and/or be made whole by the Debenturesawarding of damages.

Enforcement Rights. Subject to the requirements set forth Any indemnification provided for in Section 5(b) of Annex I to the Declaration as Sections 1.1, 1.2 or 1.3 shall be made no later than 60 days after receipt of the date hereof, the holders written request of Capital Securities shall have the voting rights set forth in Section 5(b) of such Annex I, and, subject to the requirements set forth in Section 6(c) of such Annex I, the holders of Common Securities shall have the voting rights set forth in Section 6(c) of such Annex I, which provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full hereinIndemnitee. If a claim or request under this Agreement, under any statute, or under any provision of the Property Trustee fails to enforce Corporation's Articles of Incorporation or Bylaws providing for indemnification is not paid by the Corporation, or on its rights under behalf, within 60 days after written request for payment thereof has been received by the DebenturesCorporation, a holder of Capital SecuritiesIndemnitee may, to the fullest extent permitted by lawbut need not, may institute a legal proceeding directly at any time thereafter bring suit against the Company Corporation to enforce recover the Property Trustee's rights under the Debentures without first instituting any legal proceeding against the Property Trustee or any other Person. Notwithstanding the foregoing, if a Declaration Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of or interest on the Debentures on the date such principal or interest is otherwise payable (or in the case of redemption, on the Redemption Date), then the registered holder of the Capital Securities may (and the Company hereby acknowledges that a registered holder of Capital Securities may) directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation unpaid amount of the Capital Securities claim or request, and subject to Section 13, Indemnitee shall also be entitled to be paid for the expenses (including attorneys' fees) of bringing such holder action. It shall be a defense to any such action (other than an action brought to enforce a "Direct Action") on or after the respective due date specified in or pursuant to the Debentures or the Indenture. Notwithstanding any payments made to such holder of Capital Securities by the Company claim for expenses incurred in connection with a Direct Actionany action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Corporation to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Corporation, and Indemnitee shall be entitled to receive interim payments of expenses pursuant to Section 3.1 unless and until such defense may be finally adjudicated by court order or judgment for which no further right of appeal exists. The parties hereto intend that if the Corporation contests Indemnitee's right to indemnification, the Company question of Indemnitee's right to indemnification shall remain obligated to pay be a decision for the principal of and interest on such Debenturescourt, and no presumption regarding whether the Company shall be subrogated to the rights applicable standard has been met will arise based on any determination or lack of determination of such holder of Capital Securities under the Declaration to the extent of any payment made by the Company to such holder Corporation (including its Board of Capital Securities in such Direct Action. Except as provided in this Section 2.6Directors (the "Board") or any subgroup thereof, the holders of Capital Securities will not be able to exercise any other remedy available to the holders of the Debenturesindependent legal counsel or its shareholders).

Enforcement Rights. Subject 7.5.1 With respect to the requirements INFI Prosecution Patent Rights and the INK Prosecution Patent Rights, Licensee shall have the first right, but not the obligation, to initiate a proceeding or take other appropriate action in connection with the Third Party Infringement to the extent that such Third Party Infringement involves the Research, Development, Manufacture, use or Commercialization of the IPI-145 Compound or any IPI-145 Product in the Territory. Notwithstanding the foregoing sentence, Licensee shall not initiate any lawsuit or other enforcement action asserting any such Patent Rights without first consulting with INFI and giving good faith consideration to any reasonable objection from INFI regarding Licensee’s proposed course of action. INFI shall have the right, at INFI’s sole expense, to be represented in any such action by counsel of its own choice; provided, however, that Licensee shall bear all of INFI’s costs and expenses with respect to any activities undertaken by INFI at Licensee’s request. With respect to any INK Prosecution Patent, INK shall have the right to be represented in any such action by counsel of its own choice, at INK’s sole expense. Licensee shall not, through any court action or proceeding, any settlement arrangement or any proceeding, filing or communication with any patent office, admit the invalidity of, or otherwise impair INFI’s or INK’s rights in, any Duvelisib Patent Right without the prior written consent of INFI and, with respect to the INK Prosecution Patent Rights or INK Non-Prosecution Patent Rights, INK. Any recoveries resulting from such an action brought by Licensee in accordance with this Section 7.5.1 shall be applied as follows: (a) First, to reimburse (i) INK’s out-of-pocket expenses and (ii) each Party for all Out-of-Pocket Expenses in connection with such proceeding (on a pro rata basis, based on each Party’s respective litigation costs, to the extent the recovery was less than all such litigation costs); (b) Second, any portion of the remainder that is attributable to lost profits with respect to sales of the IPI-145 Product outside the Field shall be subject to a royalty payment to INK in accordance with the INK Agreement equal to the amount that would be due if such amount were Net Sales (as defined in the INK Agreement) under the INK Agreement, and Licensee shall promptly pay such royalty payment to INK; and (c) Third, the remainder shall be retained by Licensee, shall be considered Net Sales under this Agreement and shall be subject to the royalty obligations under this Agreement. 7.5.2 If Licensee decides not to, or fails to, initiate proceedings or take other appropriate action pursuant to Section 7.5.1 with respect to a Third Party Infringement of any such Prosecution Patent Right within the shorter of (a) [**] days following Licensee’s becoming aware of the alleged infringement (which shall be [**] days with respect to the INK Prosecution Patent Rights) or (b) solely with respect to a Paragraph IV Certification, [**] days following the earlier of Licensee’s or INFI’s receipt of notice thereof (which shall be [**] days with respect to the INK Prosecution Patent Rights), then (y) Licensee shall promptly notify INFI thereof and (z) INFI or, with respect to the INK Prosecution Patent Rights, INK (to the extent set forth in Section 5(b) of Annex I to the Declaration as of the date hereofINK Agreement), the holders of Capital Securities shall have the voting rights right, but not the obligation, to bring and control any such action at its own expense and by counsel of its own choice. Licensee shall notify INFI and, with respect to the INK Prosecution Patent Rights, Licensee shall notify INK (in accordance with the notice provision in the INK Agreement), as soon as Licensee is aware that it will not initiate such proceedings or take such action within such time periods. Any recoveries resulting from such an action brought by INFI or INK in accordance with this Section 7.5.2 will be retained by INFI or, with respect to the INK Prosecution Patent Rights, INK (to the extent set forth in Section 5(b) of such Annex I, and, subject to the requirements set forth in Section 6(c) of such Annex I, the holders of Common Securities shall have the voting rights set forth in Section 6(c) of such Annex I, which provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. If the Property Trustee fails to enforce its rights under the Debentures, a holder of Capital Securities, to the fullest extent permitted by law, may institute a legal proceeding directly against the Company to enforce the Property Trustee's rights under the Debentures without first instituting any legal proceeding against the Property Trustee or any other Person. Notwithstanding the foregoing, if a Declaration Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of or interest on the Debentures on the date such principal or interest is otherwise payable (or in the case of redemption, on the Redemption DateINK Agreement), then the registered holder of the Capital Securities may (and the Company hereby acknowledges that a registered holder of Capital Securities may) directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such holder (a "Direct Action") on or after the respective due date specified in or pursuant to the Debentures or the Indenture. Notwithstanding any payments made to such holder of Capital Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of and interest on such Debentures, and the Company shall be subrogated to the rights of such holder of Capital Securities under the Declaration to the extent of any payment made by the Company to such holder of Capital Securities in such Direct Action. Except as provided in this Section 2.6, the holders of Capital Securities will not be able to exercise any other remedy available to the holders of the Debentures.

Enforcement Rights. Subject The holders of a majority in liquidation amount of the Trust Preferred Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the requirements set forth in Section 5(b) of Annex I Institutional Trustee or exercising any trust or power conferred upon the Institutional Trustee under the Declaration, including the right to direct the Declaration Institutional Trustee to exercise the remedies available to it as a Holder of the date hereof, the holders of Capital Securities shall have the voting rights set forth in Section 5(b) of such Annex I, and, subject to the requirements set forth in Section 6(c) of such Annex I, the holders of Common Securities shall have the voting rights set forth in Section 6(c) of such Annex I, which provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full hereinConvertible Debentures. If the Property Institutional Trustee fails to enforce its rights under the Convertible Debentures, a holder of Capital Trust Preferred Securities, to the fullest extent permitted by law, may institute a legal proceeding directly against the Company to enforce the Property Institutional Trustee's rights under the Convertible Debentures without first instituting any legal proceeding against the Property Institutional Trustee or any other PersonPerson or entity. Notwithstanding the foregoing, if a Declaration Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest or principal of or interest on the Convertible Debentures on the date such interest or principal or interest is otherwise payable (or in the case of redemption, on the Redemption Dateredemption date), then the registered holder of the Capital Trust Preferred Securities may (and the Company hereby acknowledges that a registered holder of Capital Securities may) directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the Convertible Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Trust Preferred Securities of such holder (a "Direct Action") on or after the respective due date specified in or pursuant to the Debentures or the IndentureConvertible Debentures. Notwithstanding any payments made to such holder of Capital Securities by the Company in In connection with a such Direct Action, the Company shall remain obligated to pay the principal of and or interest on such Convertible Debentures, and the Company shall be subrogated to the rights of such holder of Capital Trust Preferred Securities under the Declaration to the extent of any payment made by the Company to such holder of Capital Trust Preferred Securities in such Direct Action. Except as provided in this Section 2.6, the The holders of Capital Trust Preferred Securities will not be able to exercise any other remedy available to the holders of the Convertible Debentures.

Enforcement Rights. Subject Each of the Indenture Trustee and ▇▇▇▇▇▇▇ hereby agree that (a) until the Issuer’s Obligations shall have been paid in full in cash, ▇▇▇▇▇▇▇ shall not take any Enforcement Action (as defined below) with respect to the requirements set forth Issuer Guaranty and (b) until the MBC Obligations shall have been paid in Section 5(b) of Annex I full in cash and all commitments to lend under the Credit Agreement have irrevocable terminated, the Indenture Trustee shall not take any Enforcement Action with respect to the Declaration as MBC Guaranty, provided, however, that prior to the payment in full in cash of the date hereofMBC Obligations, the holders Indenture Trustee shall be permitted to demand payment under the MBC Guaranty to the extent necessary for the Indenture Trustee to exercise its rights and remedies under the Pledge Agreement to foreclose on its security interest in the Pledged Collateral, it being understood and agreed that until the payment in full in cash of Capital Securities the MBC Obligations and the irrevocable termination of ▇▇▇▇▇▇▇’▇ commitments to lend under the Credit Agreement, the Indenture Trustee and the Noteholders shall have no recourse to Manhattan Bridge other than the voting rights set forth in Section 5(b) Pledged Collateral. For purposes of such Annex Ithis Agreement, and, subject to the requirements set forth in Section 6(c) of such Annex I“Enforcement Action” means, the holders commencement or prosecution of Common Securities shall have enforcement of any of the voting rights set forth in Section 6(c) of such Annex I, which provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. If the Property Trustee fails to enforce its rights remedies under the DebenturesIssuer Guaranty or the MBC Guaranty, a holder of Capital Securitiesas applicable, to the fullest extent permitted by or applicable law, may institute a legal proceeding directly against the Company to enforce exercise of any rights of set-off or recoupment, and the Property Trustee's exercise of any rights or remedies under the Debentures without first instituting any legal proceeding against the Property Trustee United States Bankruptcy Code or any other Person. Notwithstanding liquidation, conservatorship, bankruptcy, assignment for the foregoingbenefit of creditors, if a Declaration Event of Default has occurred and is continuing and such event is attributable to the failure moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the Company United States or other applicable jurisdictions from time to pay principal of or interest on the Debentures on the date such principal or interest is otherwise payable (or time in the case of redemption, on the Redemption Date), then the registered holder of the Capital Securities may (effect and the Company hereby acknowledges that a registered holder of Capital Securities may) directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such holder (a "Direct Action") on or after the respective due date specified in or pursuant to the Debentures or the Indenture. Notwithstanding any payments made to such holder of Capital Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of and interest on such Debentures, and the Company shall be subrogated to affecting the rights of such holder creditors generally (collectively, the “Debtor Relief Laws”). For purposes of Capital Securities this Agreement, “MBC Obligations” shall mean all Loans and other indebtedness and liabilities under the Declaration Credit Agreement, including all principal, interest accruing thereon, charges, expenses and fees thereunder (including all interest, charges, expenses and fees accruing after commencement of any case, proceeding or other action relating to the extent bankruptcy, insolvency or reorganization of any payment made by obligor thereunder), it being agreed that the Company foregoing shall continue to constitute MBC Obligations notwithstanding the fact that such holder of Capital Securities in MBC Obligations or any claim for such Direct Action. Except as provided in this Section 2.6MBC Obligations is subordinated, the holders of Capital Securities will not be able to exercise any avoided or disallowed under applicable Debtor Relief Laws or other remedy available to the holders of the Debenturesapplicable law.

Enforcement Rights. Subject (a) At any time following the occurrence and during the continuation of any Event of Default set forth in clause (a)(ii) or paragraphs (f) or (i) of Exhibit V of this Agreement, the Administrator may direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the requirements Administrator or its designee. The exercise of this right will be subject to any applicable regulatory restrictions. Each Servicer agrees that, if the Administrator is unable to exercise the rights in this paragraph (a) due to any applicable regulatory restrictions, it will, subject to any applicable regulatory restrictions, follow the instructions of the Administrator in connection therewith. For the avoidance of doubt, any amounts received by the Administrator or its designee pursuant to this Section 4.4(a) shall be applied in the manner set forth in Section 5(b1.4(a) or 1.4(b), as applicable. (b) Each Borrower hereby authorizes the Administrator (on behalf of Annex I each Group), and irrevocably appoints the Administrator as its attorney-in-fact with full power of substitution and with full authority in the place and stead of such Borrower, which appointment is coupled with an interest, to take any and all steps in the name of such Borrower and on behalf of such Borrower reasonably necessary or desirable, in the determination of the Administrator, after the occurrence and during the continuation of an Event of Default, to collect any and all amounts or portions thereof due under any and all Pool Assets, including endorsing the name of such Borrower on checks and other instruments representing Collections and enforcing such Pool Assets. Notwithstanding anything to the Declaration as contrary contained in this subsection, none of the date hereof, the holders of Capital Securities shall have the voting rights set forth in Section 5(b) of powers conferred upon such Annex I, and, subject to the requirements set forth in Section 6(c) of such Annex I, the holders of Common Securities shall have the voting rights set forth in Section 6(c) of such Annex I, which provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. If the Property Trustee fails to enforce its rights under the Debentures, a holder of Capital Securities, to the fullest extent permitted by law, may institute a legal proceeding directly against the Company to enforce the Property Trustee's rights under the Debentures without first instituting any legal proceeding against the Property Trustee or any other Person. Notwithstanding the foregoing, if a Declaration Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of or interest on the Debentures on the date such principal or interest is otherwise payable (or in the case of redemption, on the Redemption Date), then the registered holder of the Capital Securities may (and the Company hereby acknowledges that a registered holder of Capital Securities may) directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such holder (a "Direct Action") on or after the respective due date specified in or attorney-in-fact pursuant to the Debentures preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or the Indenture. Notwithstanding invalid, nor shall they confer any payments made to obligations upon such holder of Capital Securities by the Company attorney-in-fact in connection with a Direct Action, the Company shall remain obligated to pay the principal of and interest on such Debentures, and the Company shall be subrogated to the rights of such holder of Capital Securities under the Declaration to the extent of any payment made by the Company to such holder of Capital Securities in such Direct Action. Except as provided in this Section 2.6, the holders of Capital Securities will not be able to exercise any other remedy available to the holders of the Debenturesmanner whatsoever.

Enforcement Rights. Subject The holders of a majority in liquidation amount of the Trust Preferred Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the requirements set forth in Section 5(b) of Annex I Property Trustee or exercising any trust or power conferred upon the Property Trustee under the Declaration, including the right to direct the Declaration Property Trustee to exercise the remedies available to it as a Holder of the date hereof, the holders of Capital Securities shall have the voting rights set forth in Section 5(b) of such Annex I, and, subject to the requirements set forth in Section 6(c) of such Annex I, the holders of Common Securities shall have the voting rights set forth in Section 6(c) of such Annex I, which provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full hereinConvertible Debentures. If the Property Trustee fails to enforce its rights under the Convertible Debentures, a holder of Capital Trust Preferred Securities, to the fullest extent permitted by law, may institute a legal proceeding directly against the Company to enforce the Property Trustee's rights under the Convertible Debentures without first instituting any legal proceeding against the Property Trustee or any other PersonPerson or entity. Notwithstanding the foregoing, if a Declaration Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest or principal of or interest on the Convertible Debentures on the date such interest or principal or interest is otherwise payable (or in the case of redemption, on the Redemption Dateredemption date), then the registered holder of the Capital Trust Preferred Securities may (and the Company hereby acknowledges that a registered holder of Capital Securities may) directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the Convertible Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Trust Preferred Securities of such holder (a "Direct Action") on or after the respective due date specified in or pursuant to the Debentures or the IndentureConvertible Debentures. Notwithstanding any payments made to such holder of Capital Securities by the Company in In connection with a such Direct Action, the Company shall remain obligated to pay the principal of and or interest on such Convertible Debentures, and the Company shall be subrogated to the rights of such holder of Capital Trust Preferred Securities under the Declaration to the extent of any payment made by the Company to such holder of Capital Trust Preferred Securities in such Direct Action. Except as provided in this Section 2.6, the The holders of Capital Trust Preferred Securities will not be able to exercise any other remedy available to the holders of the Convertible Debentures.

Enforcement Rights. Subject (a) At any time following the occurrence of a Termination Event: (i) with contemporaneous notice to the requirements set forth Seller, the Facility Agent may notify any or all of the Obligors of the Banks' interest in Section 5(b) the Pool Receivables and may direct any or all of Annex I the Obligors of Pool Receivables to pay all amounts payable under any such Receivables directly to the Declaration as Collateral Agent or its designee; (ii) at the Facility Agent's request and at the Seller's expense, the Seller shall give notice of the date hereofBanks' interest in the Pool Receivables to each Obligor and direct that payments be made directly to the Collateral Agent or its designee; (iii) the Seller shall assemble all books and records necessary or desirable to collect the Pool Receivables and Related Security, and make the holders of Capital Securities same available to the Collateral Agent at a place selected by the Collateral Agent or its designee; and (iv) the Collateral Agent may enforce the Sale Agreement against the parties thereto and shall have the voting rights set forth in Section 5(b) of such Annex Iright to give or withhold any or all consents, andrequests, subject to the requirements set forth in Section 6(c) of such Annex Inotices, the holders of Common Securities shall have the voting rights set forth in Section 6(c) of such Annex Idirections, which provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. If the Property Trustee fails to enforce its rights approvals, demands, extensions or waivers under the Debentures, a holder of Capital Securitiesor with respect thereto, to the fullest same extent permitted by lawas the Seller would otherwise be entitled to do. (b) The Seller hereby authorizes the Banks, may institute a legal proceeding directly against and gives to the Company Banks its irrevocable power of attorney, which shall be coupled with an interest, and the Banks hereby designate the Collateral Agent to enforce exercise such authorization and power of attorney, to take any and all steps in the Property Trustee's rights name of the Seller, which steps are necessary or desirable, in the reasonable determination of the Collateral Agent, to collect all amounts due under the Debentures Pool Receivables and Related Security, including, without first instituting any legal proceeding against limitation, endorsing the Property Trustee or any Seller's name on checks and other Personinstruments representing Collections and, upon the occurrence and during the continuance of a Termination Event, enforcing such Receivables and the related Contracts. Notwithstanding the foregoing, if a Declaration Event of Default has occurred and is continuing and such event is attributable anything to the failure contrary contained in this subsection, none of the Company to pay principal of or interest on the Debentures on the date powers conferred upon such principal or interest is otherwise payable (or in the case of redemption, on the Redemption Date), then the registered holder of the Capital Securities may (and the Company hereby acknowledges that a registered holder of Capital Securities may) directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such holder (a "Direct Action") on or after the respective due date specified in or attorney-in-fact pursuant to the Debentures preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever. (c) The Servicer shall, following notification that collections of any receivable or other intangible owed to Weirton or an Affiliate thereof, which is not a Pool Receivable, have been deposited into the IndentureCollection Account, request the Collateral Agent to segregate such collections. Notwithstanding any payments made Promptly after such misapplied collections have been reasonably identified to the Collateral Agent, the Collateral Agent shall turn over to Weirton or such holder of Capital Securities Affiliate, as applicable, all such collections less all reasonable and appropriate out-of-pocket costs and expenses, if any, incurred by the Company Collateral Agent in connection with a Direct Action, the Company shall remain obligated to pay the principal of identifying and interest on collecting such Debentures, and the Company shall be subrogated to the rights of such holder of Capital Securities under the Declaration to the extent of any payment made by the Company to such holder of Capital Securities in such Direct Action. Except as provided in this Section 2.6, the holders of Capital Securities will not be able to exercise any other remedy available to the holders of the Debenturesreceivables.

Enforcement Rights. Subject to the requirements set forth in Section 5(b6(b) of Annex I to the Declaration as of the date hereof, the holders of Capital Trust Preferred Securities shall have the voting rights set forth in Section 5(b6(b) of such Annex I, and, subject to the requirements set forth in Section 6(c7(c) of such Annex I, the holders of Common Securities shall have the voting rights set forth in Section 6(c7(c) of such Annex I, which provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. If the Property Institutional Trustee fails to enforce its rights under the Convertible Debentures, a holder of Capital Trust Preferred Securities, to the fullest extent permitted by law, may institute a legal proceeding directly against the Company to enforce the Property Institutional Trustee's rights under the Convertible Debentures without first instituting any legal proceeding against the Property Institutional Trustee or any other Person. Notwithstanding the foregoing, if a Declaration Event of Default or Event of Default with respect to the Convertible Debentures has occurred and is continuing and such event is attributable to the failure of the Company to pay principal of of, or premium, if any, or interest on the Convertible Debentures on the date such principal principal, premium or interest is otherwise payable (or in the case of redemption, on the Redemption Date), then the registered holder of the Capital Trust Preferred Securities may (and the Company hereby acknowledges that a registered holder of Capital Trust Preferred Securities may) directly institute a proceeding for enforcement of payment to such holder of the principal of of, or premium, if any, or interest on the Convertible Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Trust Preferred Securities of such holder (a "Direct Action") on or after the respective due date specified in or pursuant to the Convertible Debentures or the Indenture. Notwithstanding any payments made to such holder of Capital Trust Preferred Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of of, and premium, if any, and interest on such Convertible Debentures, and the Company shall be subrogated to the rights of such holder of Capital Trust Preferred Securities under the Declaration to the extent of any payment made by the Company to such holder of Capital Trust Preferred Securities in such Direct Action. Except as provided in this Section 2.6, the holders of Capital Trust Preferred Securities will not be able to exercise any other remedy available to the holders of the Convertible Debentures.

Enforcement Rights. Subject The Lender shall not, without the prior written consent of the Trustee: (1) exercise or seek to exercise any rights or remedies with respect to any Collateral in respect of any 2024-A Note Obligations, or institute any action or proceeding with respect to such rights or remedies (including foreclosure, acceleration, repossession, setoff or similar action); (2) contest, protest or object to any foreclosure proceeding or action brought with respect to the requirements set forth Collateral by the Trustee, so long as the Trustee makes Distributions resulting therefrom in accordance with the provisions of Section 5(b4(a) of Annex I this Agreement; or (3) object to the Declaration as of forbearance by the date hereof, the holders of Capital Securities shall have the voting rights set forth in Section 5(b) of such Annex I, and, subject to the requirements set forth in Section 6(c) of such Annex I, the holders of Common Securities shall have the voting rights set forth in Section 6(c) of such Annex I, which provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. If the Property Trustee fails to enforce its rights under the Debentures, a holder of Capital Securities, to the fullest extent permitted by law, may institute a legal from bringing or pursuing any foreclosure proceeding directly against the Company to enforce the Property Trustee's rights under the Debentures without first instituting any legal proceeding against the Property Trustee or action or any other Personexercise of any rights or remedies relating to the Collateral or the Bond Obligations. For the avoidance of doubt, that means the Lender shall not, so long as the Bond Obligations are not Paid in Full: (i) demand repayment of the 2024-A Note Obligations other than by scheduled amortization, (ii) deem itself insecure under any circumstances, (iii) declare an event of default under any of the 2024-A Note Documents for any reason, (iv) accelerate any of the 2024-A Note Obligations, (v) attempt to collect from the Borrower any collection expenses or attorneys’ fees, (vi) take any action under any deed of trust or security instrument to realize on any collateral the Lender may have or to demand additional security, or (vii) terminate the Borrower’s rights to operate the Facility. The Lender acknowledges and agrees that the foregoing list is not exhaustive, but is rather is provided by way of example. Notwithstanding the foregoing, if a Declaration Event the Lender may, subject to Section 8(b) of Default has occurred this Agreement, file and is continuing and such event is attributable to defend proofs of claim against the failure of Borrower in any Insolvency Proceeding involving the Company to pay principal of or interest on the Debentures on the date such principal or interest is otherwise payable (or in the case of redemption, on the Redemption Date), then the registered holder of the Capital Securities may (and the Company hereby acknowledges that a registered holder of Capital Securities may) directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such holder (a "Direct Action") on or after the respective due date specified in or pursuant to the Debentures or the Indenture. Notwithstanding any payments made to such holder of Capital Securities by the Company in connection with a Direct Action, the Company shall remain obligated to pay the principal of and interest on such Debentures, and the Company shall be subrogated to the rights of such holder of Capital Securities under the Declaration to the extent of any payment made by the Company to such holder of Capital Securities in such Direct Action. Except as provided in this Section 2.6, the holders of Capital Securities will not be able to exercise any other remedy available to the holders of the DebenturesBorrower.

Enforcement Rights. Subject (a) At any time following the occurrence and during the continuance of a Termination Event or Unmatured Termination Event: (i) the Administrator may notify any or all of the Obligors of the Issuer's interest in the Pool Receivables and may direct any or all of the Obligors of Pool Receivables to pay all amounts payable under any such Receivables directly to the requirements set forth Administrator or its designee; (ii) at the Administrator's request and at the Seller's expense, the Seller shall give notice of the Issuer's interest in Section 5(b) of Annex I the Pool Receivables to each Obligor and direct that payments be made directly to the Declaration as of Administrator or its designee; (iii) the date hereofSeller shall assemble all books and records necessary or desirable to collect the Pool Receivables and Related Security, and make the holders of Capital Securities same available to the Administrator at a place selected by the Administrator or its designee; and (iv) the Administrator may enforce the Sale Agreements against the parties thereto and shall have the voting rights set forth in Section 5(b) of such Annex Iright to give or withhold any or all consents, andrequests, subject to the requirements set forth in Section 6(c) of such Annex Inotices, the holders of Common Securities shall have the voting rights set forth in Section 6(c) of such Annex Idirections, which provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full herein. If the Property Trustee fails to enforce its rights approvals, demands, extensions or waivers under the Debentures, a holder of Capital Securitiesor with respect thereto, to the fullest same extent permitted by lawas the Seller would otherwise be entitled to do. (b) The Seller hereby authorizes the Administrator , may institute and gives to the Administrator its irrevocable power of attorney, which shall be coupled with an interest, during the occurrence and continuation of a legal proceeding directly against Termination Event or Unmatured Termination Event, to take any and all steps during such occurrence and continuance in the Company name of the Seller, which steps are necessary or desirable, in the reasonable determination of the Administrator, to enforce the Property Trustee's rights collect all amounts due under the Debentures Pool Receivables and Related Security, including, without first instituting any legal proceeding against limitation, endorsing the Property Trustee or any Seller's name on checks and other Personinstruments representing Collections and, enforcing such Receivables and the related Contracts. Notwithstanding the foregoing, if a Declaration Event of Default has occurred and is continuing and such event is attributable anything to the failure contrary contained in this subsection, none of the Company to pay principal of or interest on the Debentures on the date powers conferred upon such principal or interest is otherwise payable (or in the case of redemption, on the Redemption Date), then the registered holder of the Capital Securities may (and the Company hereby acknowledges that a registered holder of Capital Securities may) directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Securities of such holder (a "Direct Action") on or after the respective due date specified in or attorney-in-fact pursuant to the Debentures preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or the Indenture. Notwithstanding invalid, nor shall they confer any payments made to obligations upon such holder of Capital Securities by the Company attorney-in-fact in connection with a Direct Action, the Company shall remain obligated to pay the principal of and interest on such Debentures, and the Company shall be subrogated to the rights of such holder of Capital Securities under the Declaration to the extent of any payment made by the Company to such holder of Capital Securities in such Direct Action. Except as provided in this Section 2.6, the holders of Capital Securities will not be able to exercise any other remedy available to the holders of the Debenturesmanner whatsoever.

Enforcement Rights. Subject The holders of a majority in liquidation amount of the Trust Preferred Securities will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the requirements set forth in Section 5(b) Institutional Trustee or to direct the exercise of Annex I any trust or power conferred upon the Institutional Trustee under the Declaration, including the right to direct the Declaration Institutional Trustee to exercise the remedies available to it as a Holder of the date hereof, the holders of Capital Securities shall have the voting rights set forth in Section 5(b) of such Annex I, and, subject to the requirements set forth in Section 6(c) of such Annex I, the holders of Common Securities shall have the voting rights set forth in Section 6(c) of such Annex I, which provisions are incorporated by reference in and made a part of this First Supplemental Indenture as if set forth in full hereinConvertible Debentures. If the Property Institutional Trustee fails to enforce its rights under the Convertible Debentures, a holder of Capital Trust Preferred Securities, to the fullest extent permitted by law, may institute a legal proceeding directly against the Company to enforce the Property Institutional Trustee's rights under the Convertible Debentures without first instituting any legal proceeding against the Property Institutional Trustee or any other Personperson or entity. Notwithstanding the foregoing, if a Declaration an Event of Default has occurred and is continuing and such event is attributable to the failure of the Company to pay interest or principal of or interest on the Convertible Debentures on the date such interest or principal or interest is otherwise payable (or in the case of redemption, on the Redemption Dateredemption date), then the registered holder of the Capital Trust Preferred Securities may (and the Company hereby acknowledges that a registered holder of Capital Securities may) directly institute a proceeding for enforcement of payment to such holder of the principal of or interest on the Convertible Debentures having a principal amount equal to the aggregate liquidation amount of the Capital Trust Preferred Securities of such holder (a "Direct Action") on or after the respective due date specified in or pursuant to the Debentures or the IndentureConvertible Debentures. Notwithstanding any payments made to such holder of Capital Securities by the Company in In connection with a such Direct Action, the Company shall remain obligated to pay the principal of and interest on such Debentures, and the Company shall will be subrogated to the rights of such holder of Capital Trust Preferred Securities under the Declaration to the extent of any payment made by the Company to such holder of Capital Trust Preferred Securities in such Direct Action. Except as provided in this Section 2.6, the The holders of Capital Trust Preferred Securities will not be able to exercise any other remedy available to the holders of the Convertible Debentures.