Common use of Enforcement of Remedies Clause in Contracts

Enforcement of Remedies. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of Section 9.9), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Enforcement of Remedies. Notwithstanding anything (a) Subject to Section 7.10 and the limitations set forth in this Section 7.3(a), if an Indenture Event of Default that constitutes an Event of Default shall have occurred and be continuing, then in every such case the Indenture Trustee, as assignee and mortgagee or secured party hereunder or otherwise, may, to the contrary contained herein extent permitted by Applicable Law, exercise any or in any other Loan Document, all of the authority to enforce rights and powers and pursue any or all of the remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively inLease (including Article 20 thereof) and, in connection therewith, corresponding remedies under this Article 7, and may take possession of all actions or part of the Indenture Estate and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively bymay exclude the Lessor and, the Administrative Agent in accordance with this Section 8.2 for the benefit of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of the Lease, the Lessee and, to the extent permitted by Applicable Law, all Persons claiming under either of them wholly or partly therefrom; provided, however, that, notwithstanding any provision herein to the contrary, the Indenture Trustee shall not exercise any remedies against the Indenture Estate seeking to deprive the Lessor of its interests therein unless a declaration of acceleration has been made pursuant to Section 9.97.2 or the Notes shall otherwise have become due and payable as provided therein. It is further agreed and understood that the Indenture Trustee shall not foreclose the Lien of this Indenture or the other Security Documents or otherwise exercise remedies which would result in the exclusion of the Lessor from the Indenture Estate as a result of any Indenture Event of Default that is attributable to one or more events or circumstances that constitute an Event of Default unless the Indenture Trustee has first declared the Lease to be in default and has exercised its rights to terminate the Lease and is diligently pursuing one or more significant dispossessory remedies under the Lease and has made demand or is currently making a demand upon the Guarantor under the Guarantee to perform its obligations thereunder (and, if any such demand has been dishonored, is diligently pursuing enforcement), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and that, the Indenture Trustee shall not foreclose the Lessor's or Owner Participant's right to enforce its rights under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed Guarantee prior to the Administrative Agent pursuant to this Section 8.2 and term specified therefor in paragraph (iibb) in addition to following the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required LendersGranting Clauses hereof.

Enforcement of Remedies. Notwithstanding anything to Upon the contrary contained herein or happening and continuance of any Event of Default specified in any other Loan DocumentSection 802 hereof, then and in every such case the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively inTrustee may, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, upon the Administrative Agent in accordance with this Section 8.2 for written direction of the benefit Holders of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit less than twenty-five percent (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of Section 9.9), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii25%) in addition to the matters set forth in clauses (b), (c) and (d) aggregate principal amount of the preceding proviso and subject to Section 9.9Bonds then outstanding hereunder, any Lender mayshall, with the consent of the Required LendersLetter of Credit Issuer (so long as the Event of Default shall not be of the type specified in clauses (d), (e) or (f) of Section 802 hereof relating to the Letter of Credit Issuer), proceed, subject to the provisions of Section 902 hereof, to protect and enforce its rights and the rights of the Bondholders under applicable laws, under the Loan Agreement, the Security Agreements and this Agreement by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained therein or herein or in aid or execution of any power therein or herein granted or for the enforcement of any proper legal or equitable remedy, as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce such rights; provided, however, that so long as the Event of Default shall not be of the type specified in clauses (d), (e) or (f) of Section 802 hereof relating to the Letter of Credit Issuer, the Trustee shall not pursue any remedy relating to the Bonds without the consent of the Letter of Credit Issuer. ---In the enforcement of any remedy under this Agreement, the Trustee in its own name and as trustee of an express trust shall be entitled to sxx for, enforce payment of and recover judgment for, any and all amounts then or after any default becoming, and at any time remaining, due from the Authority for principal, premium, if any, interest or otherwise under any of the provisions of this Agreement or of the Bonds and unpaid, with interest, to the extent permitted by law, on overdue payments of principal, premium, if any, and interest at the rate or rates of interest specified in the Bonds, together with any and all costs and expenses of collection and of all proceedings hereunder and under the Bonds, without prejudice to any other right or remedy of the Trustee or of the Bondholders, and to recover and enforce any judgment or decree against the Authority, but solely as provided herein and in the Bonds, for any portion of such amounts remaining unpaid, and interest, costs and expenses as above provided, and to collect (but solely from moneys in the Bond Fund and any other moneys available for such purpose), in any manner provided by law, the moneys adjudged or decreed to be payable. ---So long as an Event of Default specified in clauses (d), (e) or (f) of Section 802 hereof relating to the Letter of Credit Issuer shall not have, occurred and be continuing, the Letter of Credit Issuer, may proceed to protect and enforce its rights and remedies under this Agreement by such suits, actions or special proceedings in equity or at law or in any manner available to it the Trustee, as the Letter of Credit Issuer may deem most effectual to protect and as authorized by the Required Lendersenforce its rights.

Enforcement of Remedies. Notwithstanding anything Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall, subject to the contrary contained herein or in any other Loan Documentprovisions of this Agreement, the authority take such Enforcement Action with respect to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any such Event of them Default as shall be vested exclusively indirected by the Intercreditor Agent, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent acting in accordance with this Section 8.2 for the benefit terms of all the Lenders and Intercreditor Agreement (with a copy to the Issuing LenderEnterprises) (a “Direction Notice”); provided that that, in the foregoing absence of a Direction Notice, the Collateral Agent may (but shall not prohibit be obligated to) take such action (a) with written notice thereof to the Administrative Intercreditor Agent from exercising on its own behalf the rights and remedies that inure (which shall deliver such notice to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender Secured Parties that are parties hereto or the Swing Loan Lender representatives thereof and to the Enterprises) or refrain from exercising taking such action with respect to such Event of Default as it shall deem in the rights best interests of the Secured Parties and remedies that inure solely to its benefit (solely in its capacity as the Issuing Lender extent permitted hereunder or Swing Loan Lender, as the case may be) hereunder and under pursuant to the other Loan Security Documents. Upon receipt by the Collateral Agent of a Direction Notice, the Collateral Agent shall seek to enforce the Security Documents (cwith prior notice thereof to the Enterprises and, to the extent not in violation of Law or court order, the Borrower) any Lender from exercising setoff rights and to realize upon the Collateral in accordance with Section 8.2.3 (subject to such Direction Notice and otherwise in accordance with the terms hereof and of Section 9.9)the Security Documents; provided, however, that the Collateral Agent shall not be obligated to follow any Direction Notice if the Collateral Agent reasonably determines that such Direction Notice is in conflict with any provisions of any applicable law or (d) any Lender from filing proofs Security Document, and the Collateral Agent shall not, under any circumstances except in the event of claim gross negligence, fraud, bad faith or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative willful misconduct, be liable to any Loan Party under Secured Party, the Borrower or any Relief Proceeding; and provided, further, that if at any time there is no other Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lendersfor following a Direction Notice.

Enforcement of Remedies. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of Section 9.9), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief 125 Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Enforcement of Remedies. Notwithstanding anything Anything to the contrary contained herein in any of the Loan Documents notwithstanding, the parties hereto (and each other Secured Party) hereby agree that no Secured Party (other than the Administrative Agent and the Collateral Agent) shall have any right individually to realize upon any of the Collateral or to enforce any Loan Guarantee, it being understood and agreed that, except as provided in the last sentence of Section 10.22, all powers, rights and remedies under or with respect to the Loan Documents or the amounts due thereunder may be exercised solely by the Administrative Agent and the Collateral Agent (or their applicable designees or sub-agents) on behalf of the Secured Parties as the Administrative Agent and the Collateral Agent may be directed by the Required Lenders and in accordance with the terms hereof and thereof and applicable law. Notwithstanding any other provision of this Agreement or any other Loan Document, if directed by the authority Required Lenders, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized to enforce rights release any Liens created under any Loan Document and remedies hereunder and under the other to release any Loan Documents against the Loan Parties or any of them shall be vested exclusively inGuarantee, and all actions and proceedings at law in each case in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit exercise of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and or under the any other Loan Documents, (b) Document so long as such release applies to all of the Issuing Lender or the Swing Loan Lender from exercising the rights Loans and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights proceeds thereof are shared in accordance with Section 8.2.3 (subject to the terms of Section 9.9), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of 8.02. If so directed by the Required Lenders, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized to exercise any remedies hereunder or under any other Loan Document in accordance with the terms of the applicable Loan Document and applicable law. No Secured Party (other than the Collateral Agent) shall instruct the Collateral Agent to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, 152 liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any rights and remedies other action available to it and in respect of, any Collateral, whether under any Loan Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting at the direction of the Required Lenders or as otherwise authorized herein, shall be entitled to take any such actions or exercise any remedies with respect to any Collateral at such time. Notwithstanding the foregoing, if so directed by the Required Lenders, each of the Administrative Agent and the Collateral Agent is irrevocably authorized, in connection with an Event of Default under Section 8.01 resulting from the failure to pay Secured Obligations owing to the Lenders, to sxx for payment of, or to initiate any suit, action or proceedings against any Loan Party to enforce payment of or to collect such Secured Obligations.

Enforcement of Remedies. Notwithstanding anything Anything to the contrary contained herein in any of the Loan Documents notwithstanding, the parties hereto (and each other Secured Party) hereby agree that no Secured Party (other than the Administrative Agent and the Collateral Agent) shall have any right individually to realize upon any of the Collateral or to enforce any Loan Guarantee, it being understood and agreed that, except as provided in the last sentence of Section 10.22, all powers, rights and remedies under or with respect to the Loan Documents or the amounts due thereunder may be exercised solely by the Administrative Agent and the Collateral Agent (or their applicable designees or subagents) on behalf of the Secured Parties as the Administrative Agent and the Collateral Agent may be directed by the Required Lenders and in accordance with the terms hereof and thereof and applicable law. Notwithstanding any other provision of this Agreement or any other Loan Document, if directed by the authority Required Lenders, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized to enforce rights release any Liens created under any Loan Document and remedies hereunder and under the other to release any Loan Documents against the Loan Parties or any of them shall be vested exclusively inGuarantee, and all actions and proceedings at law in each case in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit exercise of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and or under the any other Loan Documents, (b) Document so long as such release applies to all of the Issuing Lender or the Swing Loan Lender from exercising the rights Loans and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights proceeds thereof are shared in accordance with Section 8.2.3 (subject to the terms of Section 9.9), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of 8.02. If so directed by the Required Lenders, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized to exercise any remedies hereunder or under any other Loan Document in accordance with the terms of the applicable Loan Document and applicable law. No Secured Party (other than the Collateral Agent) shall instruct the Collateral Agent to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any rights and remedies other action available to it and in respect of, any Collateral, whether under any Loan Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting at the direction of the Required Lenders or as otherwise authorized herein, shall be entitled to take any such actions or exercise any remedies with respect to any Collateral at such time. Notwithstanding the foregoing, if so directed by the Required Lenders, each of the Administrative Agent and the Collateral Agent is irrevocably authorized, in connection with an Event of Default under Section 8.01 resulting from the failure to pay Secured Obligations owing to the Lenders, to xxx for payment of, or to initiate any suit, action or proceedings against any Loan Party to enforce payment of or to collect such Secured Obligations.

Enforcement of Remedies. Notwithstanding anything Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall, subject to the contrary contained herein or in any other Loan Documentprovisions of this Agreement, the authority take such Enforcement Action with respect to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any such Event of them Default as shall be vested exclusively indirected by the Intercreditor Agent, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent acting in accordance with this Section 8.2 for the benefit terms of all the Lenders and Intercreditor Agreement (with a copy to the Issuing LenderEnterprises) (a “Direction Notice”); provided that that, in the foregoing absence of a Direction Notice, the Collateral Agent may (but shall not prohibit be obligated to) take such action (a) with written notice thereof to the Administrative Intercreditor Agent from exercising on its own behalf the rights and remedies that inure (which shall deliver such notice to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender Secured Parties that are parties hereto or the Swing Loan Lender representatives thereof and to the Enterprises) or refrain from exercising taking such action with respect to such Event of Default as it shall deem in the rights best interests of the Secured Parties and remedies that inure solely to its benefit (solely in its capacity as the Issuing Lender extent permitted hereunder or Swing Loan Lender, as the case may be) hereunder and under pursuant to the other Loan Security Documents. Upon receipt by the Collateral Agent of a Direction Notice, the Collateral Agent shall seek to enforce the Security Documents (cwith prior notice thereof to the Enterprises and, to the extent not in violation of Law or court order, the Borrower) any Lender from exercising setoff rights and to realize upon the Collateral in accordance with Section 8.2.3 (subject to such Direction Notice and otherwise in accordance with the terms hereof and of Section 9.9)the Security Documents; provided, however, that the Collateral Agent shall not be obligated to follow any Direction Notice if the Collateral Agent reasonably determines that such Direction Notice is in conflict with any provisions of any applicable law or (d) any Lender from filing proofs Security Document, and the Collateral Agent shall not, under any circumstances except in the event of claim gross negligence, fraud, bad faith or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative willful misconduct, be liable to any Loan Party under Secured Party, the Borrower or any Relief Proceeding; and provided, further, that if at any time there is no other Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.for following a Direction Notice.‌

Enforcement of Remedies. Notwithstanding anything (a) Upon the occurrence and continuance of any Event of Default (as such term is defined in the Senior Note Indenture or the Senior Note Mortgage; each an "Event of Default"), Assignee may (upon the direction of the Holders or, if the rights of the Holders would be prejudiced by any delay in taking such action, without the direction of the Holders), at its option, (i) proceed directly to protect and enforce its rights and the rights of any Holders under this Senior Assignment or pursuant to the contrary Assigned Properties, or any one of them, by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein herein, or in any other Loan Documentthe Assigned Properties, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them them, or in aid of execution of any power granted herein or pursuant to the Assigned Properties, or any one of them, or for the enforcement of any proper legal or equitable remedy, including, without limitation, foreclosure of the Senior Note Mortgage and/or the sale of the collateral or any part thereof secured thereby at such foreclosure sale, subject to statutory and other legal requirements, as Assignee shall be vested exclusively indeem most effective to protect and enforce such rights, and all actions Assignor hereby appoints Assignee as its lawful attorney-in-fact (such power being coupled with an interest) in the name of Assignor or Assignee or both to effectuate such foreclosure and/or sale of such collateral or part thereof; or (ii) instruct, direct and proceedings at law in connection with such enforcement shall be instituted cause Assignor to effectuate the foregoing on behalf of and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit of all the Lenders Assignee and the Issuing Lender; provided Holders, it being further understood that the foregoing shall not prohibit (a) Partnership joins in the Administrative Agent from exercising on execution of this Senior Assignment in order to acknowledge its own behalf agreement to promptly and duly execute and deliver any and all documents and take any and all actions required by Assignee in order to permit Assignee to foreclose and/or sell such collateral or part thereof, and obtain the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lenderbenefits of this Senior Assignment, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of Section 9.9), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lendersaforesaid.

Enforcement of Remedies. Notwithstanding anything Upon the happening and continuance of any Event of Default specified in Section 801 of this Trust Agreement, then and in every such case the Trustee may proceed and upon the written request of the Holders of not less than a majority in aggregate principal amount of Bonds then Outstanding shall proceed, subject to the contrary provisions of Section 902 of this Trust Agreement, to protect and enforce its rights and the rights of the Holders under the laws of the State or under this Trust Agreement by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties power herein granted or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit enforcement of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender any proper legal or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lenderequitable remedy, as the case may be) hereunder Trustee, being advised by counsel chosen by the Trustee, shall deem most effectual to protect and enforce such rights. In the enforcement of any remedy under this Trust Agreement, the Trustee shall be entitled to xxx for, enforce payment of and receive any and all amounts then or during any Event of Default becoming and remaining due from the District for principal, interest or otherwise under any of the provisions of this Trust Agreement or of the Bonds, together with interest on overdue payments of principal at the rate or rates of interest payable on any Bonds Outstanding and all costs and expenses of collection and of all proceedings hereunder, without prejudice to any other Loan Documentsright or remedy of the Trustee or of the Holders and to recover and enforce any judgment or decree against the District, but solely as provided herein, for any portion of such amounts remaining unpaid and interest, costs and expenses as above provided, and to collect (c) any Lender but solely from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of Section 9.9money available for such purposes), in any manner provided by law, the money adjudged or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative decreed to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lendersbe payable.

Enforcement of Remedies. Notwithstanding anything Anything to the contrary contained herein or in any other of the Loan DocumentDocuments notwithstanding, the authority parties hereto (and each Secured Party) agree that no Lender or other Secured Party shall have any right individually to enforce take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents, or to institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, it being understood and agreed that all powers, rights and remedies hereunder and under or with respect to the other Loan Documents against or the Loan Parties or any of them shall amounts due thereunder may be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively byexercised solely by the Administrative Agent, the Administrative Collateral Agent in accordance with this Section 8.2 for and the benefit Security Trustee (or their applicable designees or sub-agents) on behalf of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) other Secured Parties as the Administrative Agent, the Collateral Agent from exercising on its own behalf and the rights Security Trustee may be directed by the Required Lenders and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of Section 9.9)hereof and thereof and applicable law. No Lender or other Secured Party shall instruct the Administrative Agent, the Collateral Agent or the Security Trustee to commence any judicial or non-judicial foreclosure proceedings with 136 respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or (d) otherwise take any Lender from filing proofs of claim action to enforce its security interest in or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative realize upon, or take any other action available to it in respect of, any Collateral, whether under any Loan Party under any Relief Proceeding; and providedDocument, furtherapplicable law or otherwise, it being agreed that if only the Collateral Agent, acting at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) direction of the Required Lenders or as otherwise authorized herein, shall have be entitled to take any such actions or exercise any remedies with respect to any Collateral at such time. Notwithstanding the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b)foregoing, (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of if so directed by the Required Lenders, each of the Administrative Agent, the Collateral Agent and the Security Trustee is irrevocably authorized, in connection with an Event of Default under Section 8(a) resulting from the failure to pay Secured Obligations owing to the Lenders, to xxx for payment of, or to initiate any suit, action or proceedings against any Loan Party to enforce payment of or to collect such Secured Obligations. The provisions of this Section 10.22 are for the sole benefit of the Lenders and shall not afford any rights and remedies right to, or constitute a defense available to it and as authorized by the Required Lendersto, any Loan Party.

Enforcement of Remedies. Notwithstanding anything (A) Upon the occurrence and continuance of any Event of Default, the Bank may proceed forthwith to protect and enforce its rights under this Mortgage and the other Financing Documents by such suits, actions or proceedings as the Bank shall deem appropriate, including, without limitation, an action to foreclose the Lien of this Mortgage, against all or, from time to time, against any part of the interest of the Issuer and the Company in the Mortgaged Property and to have the same sold under the judgment or decree of a court of competent jurisdiction to the contrary contained herein highest bidder, at public or private sale for cash or credit in one or more interests and in any order or manner, subject to statutory and other Loan Documentlegal requirements, if any, including all right, title and interest, claim and demand therein and thereto and all right of redemption thereof and further including the right to sell same and all estate, claim, demand, right, title and interest of the Issuer and the Company therein and rights of redemption thereof, pursuant to power of sale or otherwise. Without limiting any other rights of the Bank, hereunder or otherwise granted, upon default of this Mortgage, or the indebtedness or other obligation secured thereby, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of Section 9.9), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders Bank shall have the rights otherwise ascribed right to sell the Administrative Agent pursuant to this Section 8.2 and (ii) Mortgaged Property in addition to the matters set forth manner prescribed in clauses (b), (c) and (d) Article 14 of the preceding proviso New York Real Property Actions and subject to Section 9.9Proceeding Law, or any Lender maysuccessors or companion statute, with the consent law or promulgation, for a non-judicial proceeding for foreclosure by power of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenderssale.

Enforcement of Remedies. Notwithstanding anything Anything to the contrary contained herein in any of the Loan Documents to the contrary notwithstanding, the parties hereto (and each other Secured Party) hereby agree that no Secured Party (other than the Agents) shall have any right individually to realize upon any of the Collateral or to enforce any Guaranty, it being understood and agreed, except as provided in the last sentence of this Section 10.24(a) and Section 10.20, that all powers, rights and remedies under or with respect to the Loan Documents or the amounts due thereunder may be exercised solely by the Agents (or their applicable designees or sub-agents) on behalf of the Secured Parties as the Agents may be directed by the Required Lenders and in accordance with the terms hereof and thereof (including the Intercreditor Agreements) and applicable law. Notwithstanding any other provision of this Agreement or any other Loan Document, if directed by the authority Required Lenders, each Agent is hereby irrevocably authorized to enforce rights release any Liens created under any Loan Document and remedies hereunder and under the other Loan Documents against the Loan Parties or to release any of them shall be vested exclusively inGuaranty, and all actions and proceedings at law in each case in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit exercise of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and or under the any other Loan Documents, (b) Document so long as such release applies to all of the Issuing Lender or the Swing Loan Lender from exercising the rights Loans and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights proceeds thereof are shared in accordance with Section 8.2.3 (subject to the terms of Section 9.9), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of 8.04. If so directed by the Required Lenders, each Agent is hereby irrevocably authorized to exercise any remedies hereunder or under any other Loan Document in accordance with the terms of the applicable Loan Document and applicable law. No Secured Party (other than the Collateral Agent) shall instruct the Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any rights and remedies other action available to it and in respect of, any Collateral, whether under any Loan Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting at the direction of the Required Lenders or as otherwise authorized herein, shall be entitled to take any such actions or exercise any remedies with respect to any Collateral at such time. Notwithstanding the foregoing, if so directed by the Required Lenders, each Agent is irrevocably authorized, in connection with an Event of Default under Section 8.01 resulting from the failure to pay Obligations owing to the Lenders, to xxx for payment of, or to initiate any suit, action or proceedings against any Loan Party to enforce payment of or to collect such Obligations.

Enforcement of Remedies. Notwithstanding anything (a) Upon the occurrence and continuance of any Event of Default (as such term is defined in the TCHI Note Indenture or the Senior Partnership Upstream Note Mortgage; each an "Event of Default"), Assignee may (upon the direction of the Holders or, if the rights of the Holders would be prejudiced by any delay in taking such action, without the direction of the Holders), at its option, (i) proceed directly to protect and enforce its rights and the rights of any Holders under this Senior TCHI Assignment or pursuant to the contrary Assigned Properties, or any one of them, by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein herein, or in any other Loan Documentthe Assigned Properties, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them them, or in aid of execution of any power granted herein or pursuant to the Assigned Properties, or any one of them, or for the enforcement of any proper legal or equitable remedy, including, without limitation, foreclosure of the Senior Partnership Upstream Note Mortgage and/or the sale of the collateral or any part thereof secured thereby at such foreclosure sale, subject to statutory and other legal requirements, as Assignee shall be vested exclusively indeem most effective to protect and enforce such rights, and all actions Assignor hereby appoints Assignee as its lawful attorney-in-fact (such power being coupled with an interest) in the name of Assignor or Assignee or both to effectuate such foreclosure and/or sale of such collateral or part thereof; or (ii) instruct, direct and proceedings at law in connection with such enforcement shall be instituted cause Assignor to effectuate the foregoing on behalf of and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit of all the Lenders Assignee and the Issuing Lender; provided Holders, it being further understood that the foregoing shall not prohibit (a) Partnership joins in the Administrative Agent from exercising on execution of this Senior TCHI Assignment in order to acknowledge its own behalf agreement to promptly and duly execute and deliver any and all documents and take any and all actions required by Assignee in order to permit Assignee to foreclose and/or sell such collateral or part thereof, and obtain the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lenderbenefits of this Senior TCHI Assignment, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of Section 9.9), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lendersaforesaid.

Enforcement of Remedies. Notwithstanding anything Anything to the contrary contained herein in any of the Loan Documents notwithstanding, the parties hereto (and each other Secured Party) hereby agree that no Secured Party (other than the Administrative Agent and the Collateral Agent) shall have any right individually to realize upon any of the Collateral or to enforce any Loan Guarantee, it being understood and agreed that, except as provided in the last sentence of Section 10.22, all powers, rights and remedies under or with respect to the Loan Documents or the amounts due thereunder may be exercised solely by the Administrative Agent and the Collateral Agent (or their applicable designees or sub-agents) on behalf of the Secured Parties as the Administrative Agent and the Collateral Agent may be directed by the Required Lenders and in accordance with the terms hereof and thereof and applicable law. Notwithstanding any other provision of this Agreement or any other Loan Document, if directed by the authority Required Lenders, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized to enforce rights release any Liens created under any Loan Document and remedies hereunder and under the other to release any Loan Documents against the Loan Parties or any of them shall be vested exclusively inGuarantee, and all actions and proceedings at law in each case in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit exercise of all the Lenders and the Issuing Lender; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and or under the any other Loan Documents, (b) Document so long as such release applies to all of the Issuing Lender or the Swing Loan Lender from exercising the rights Loans and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights proceeds thereof are shared in accordance with Section 8.2.3 (subject to the terms of Section 9.9), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of 8.02. If so directed by the Required Lenders, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized to exercise any remedies hereunder or under any other Loan Document in accordance with the terms of the applicable Loan Document and applicable law. No Secured Party (other than the Collateral Agent) shall instruct the Collateral Agent to commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any rights and remedies other action available to it and in respect of, any Collateral, whether under any Loan Document, applicable law or otherwise, it being agreed that only the Collateral Agent, acting at the direction of the Required Lenders or as otherwise authorized herein, shall be entitled to take any such actions or exercise any remedies with respect to any Collateral at such time. Notwithstanding the foregoing, if so directed by the Required Lenders, each of the Administrative Agent and the Collateral Agent is irrevocably authorized, in connection with an Event of Default under Section 8.01 resulting from the failure to pay Secured Obligations owing to the Lenders, to xxx for payment of, or to initiate any suit, action or proceedings against any Loan Party to enforce payment of or to collect such Secured Obligations.

Enforcement of Remedies. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with this Section 8.2 for the benefit of all the Lenders and the Issuing LenderLenders; provided that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender or the Swing Loan Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 8.2.3 (subject to the terms of Section 9.9), or (dc) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Relief Proceeding; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (dc) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Enforcement of Remedies. Notwithstanding anything Upon the occurrence of any Event of Default, the Collateral Agent shall, subject to the contrary contained herein or in any other Loan Documentprovisions of this Agreement, the authority take such Enforcement Action with respect to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any such Event of them Default as shall be vested exclusively indirected by the Required Creditors, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent acting in accordance with the terms of this Section 8.2 for the benefit of all the Lenders Agreement and the Issuing Lenderother applicable Finance Documents (a "Direction Notice"), subject to the requirements of Section 5.09(c) with respect to application of proceeds of the Project Accounts; provided that that, in the foregoing absence of a Direction Notice, the Collateral Agent may (but shall not prohibit be obligated to) take such action (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure with written notice thereof to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the Issuing Lender Secured Parties that are parties hereto or the Swing Loan Lender representatives thereof) or refrain from exercising taking such action with respect to such Event of Default as it shall deem in the rights best interests of the Secured Parties and remedies that inure solely to its benefit the extent permitted hereunder or pursuant to any other Security Documents. Upon receipt by the Collateral Agent of a Direction Notice, the Collateral Agent shall seek to enforce the Security Documents (solely with prior notice thereof to the Borrower, to the extent not in its capacity as violation of Law or court order) and to realize upon the Issuing Lender or Swing Loan Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights Collateral in accordance with Section 8.2.3 (subject to such Direction Notice and otherwise in accordance with the terms hereof and of Section 9.9)any other Security Documents; provided, however, that the Collateral Agent shall not be obligated to follow any Direction Notice if the Collateral Agent reasonably determines that such Direction Notice is in conflict with any provisions of any applicable law or (d) any Lender from filing proofs Security Document, and the Collateral Agent shall not, under any circumstances except in the event of claim the Collateral Agent's gross negligence, fraud, bad faith or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative willful misconduct, be liable to any Loan Party under Secured Party, the Borrower or any Relief Proceeding; and provided, further, that if at any time there is no other Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to this Section 8.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 9.9, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lendersfor following a Direction Notice.