Common use of Exercise of Remedies Upon Event of Default Clause in Contracts

Exercise of Remedies Upon Event of Default. None of the Collateral Agent, Trustee. the Tranche 2 Representative or any Additional Senior Secured Debt Representative shall, upon the occurrence of an Event of Default under the applicable Finance Document, exercise any remedies against the Collateral, unless the Directing Creditors direct such exercise of such remedies. The Collateral Agent shall determine whether the Directing Creditors shall have approved such exercise of such remedies. Any calculation of Directing Creditors for purposes of this Section 3.07(b), shall be made by the Collateral Agent upon receipt of and in exclusive reliance upon the certificates described in Section 3.03, and shall be binding on each Credit Class. Upon the calculation of Directing Creditors, the Collateral Agent shall notify (such notification, a “Notice of Exercise of Remedies”) the Trustee and each Additional Senior Secured Debt Representative whether the Directing Creditors approved a proposed exercise of remedies or denied the proposed exercise of such remedies. Upon receipt of such Notice of Exercise of Remedies, the Trustee and any Additional Senior Secured Debt Representative, as applicable, hereby authorize the Collateral Agent to take such action as directed by such Notice of Exercise of Remedies to give effect thereto in accordance with this Agreement and applicable Finance Documents. Nothing contained herein shall affect the rights of any holders of any Finance Obligations and their respective representatives to accelerate the applicable Finance Obligations under their respective Finance Documents. If the Collateral Agent shall not have received appropriate instruction within 10 days of any request therefor from the Directing Creditors (or such shorter period as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action as it shall deem to be in the best interests of the Secured Parties and the Collateral Agent shall have no liability to any Person for such action or inaction.

Exercise of Remedies Upon Event of Default. None of the Collateral Agent, Trustee. Bridge Loan Agent or the Tranche 2 Representative Trustee or any Additional Senior Secured Debt Representative shall, upon the occurrence of an Event of Default under the applicable Finance Document, exercise any remedies against the Collateral, unless it shall have received a Notice of Exercise of Remedies from the Collateral Agent confirming that the Directing Creditors direct consent to such exercise of such remedies. The Collateral Agent shall determine whether the Directing Creditors shall have approved such exercise of such remedies. Any calculation of Directing Creditors for purposes of this Section 3.07(b), shall be made by the Collateral Agent upon receipt of and in exclusive reliance upon the certificates described in Section 3.03, and shall be binding on each Credit Class. Upon the calculation of Directing Creditors, the Collateral Agent shall notify (such notification, a “Notice of Exercise of Remedies”) each of the Bridge Loan Agent, the Trustee and each Additional Senior Secured Debt Representative whether the Directing Creditors approved a proposed exercise Notice of remedies Exercise of Remedies or denied the proposed exercise of such remedies. Upon receipt of such Notice of Exercise of Remedies, the Bridge Loan Agent, the Trustee and or any Additional Senior Secured Debt Representative, as applicable, hereby authorize the Collateral Agent to take such action as directed is required or permitted by such Notice of Exercise of Remedies to give effect thereto in accordance with this Agreement and applicable Finance Documents. Nothing contained herein shall affect the rights of any holders of any Finance Term Debt Obligations and their respective representatives to accelerate the applicable Finance Term Debt Obligations under their respective Finance Documents. If the Collateral Agent shall not have received appropriate instruction within 10 days of any request therefor from the Directing Creditors (or such shorter period as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action as it shall deem to be in the best interests of the Secured Parties and the Collateral Agent shall have no liability to any Person for such action or inaction.

Exercise of Remedies Upon Event of Default. None of the Collateral AgentTrustee, Trustee. the Tranche 2 Representative or any Additional Senior Secured Debt Representative nor any Swap Representative shall, upon the occurrence of an Event of Default or a Termination Event under the applicable Finance Document, exercise any remedies against the Collateral, unless it shall have received a Notice of Exercise of Remedies from the Collateral Agent confirming that the Directing Creditors direct consent to such exercise of such remedies. The Collateral Agent shall determine whether the Directing Creditors shall have approved such exercise of such remedies. Any calculation of Directing Creditors for purposes of this Section 3.07(b), shall be made by the Collateral Agent upon receipt of and in exclusive reliance upon the certificates described in Section 3.03, and shall be binding on each Credit Class. Upon the calculation of Directing Creditors, the Collateral Agent shall notify (such notification, a “Notice of Exercise of Remedies”) each of the Trustee and Trustee, each Additional Senior Secured Debt Representative and each Swap Representative whether the Directing Creditors approved a proposed exercise Notice of remedies Exercise of Remedies or denied the proposed exercise of such remedies. Upon receipt of such Notice of Exercise of Remedies, the Trustee and Trustee, any Additional Senior Secured Debt Representative and each Swap Representative, as applicable, hereby authorize the Collateral Agent to take such action as directed is required or permitted by such Notice of Exercise of Remedies to give effect thereto in accordance with this Agreement and applicable Finance Documents. Nothing contained herein shall affect the rights of any holders of any Finance Notes Priority Lien Debt Obligations and their respective representatives to accelerate the applicable Finance Notes Priority Lien Debt Obligations under their respective Finance Documents. If the Collateral Agent shall not have received appropriate instruction within 10 days of any request therefor from the Directing Creditors (or such shorter period as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action as it shall deem to be in the best interests of the Secured Parties and the Collateral Agent shall have no liability to any Person for such action or inaction.