Common use of Instructions from Secured Parties Clause in Contracts

Instructions from Secured Parties. (a) Notwithstanding anything express or implied to the contrary in this Security Agreement or any Collateral Document, all remedies and other actions to be taken under this Security Agreement or under any of the Collateral Documents or applicable law with respect to the Collateral shall be directed solely by the Controlling Secured Party, except as provided in Section 14.4(b) hereof. (b) If (i) the Controlling Secured Party shall fail or refuse to direct the Collateral Agent to take any action or exercise any remedies with respect to the Collateral during the period commencing on the date the Notice of Default is issued by the Collateral Agent pursuant to Section 14.2 hereof to and including the 180th day following the issuance of such Notice of Default (the “Standstill Period”) and (ii) the Junior Secured Parties shall have sent written notice to the Controlling Secured Party after the termination of the Standstill Period advising the Controlling Secured Party that (A) the Controlling Secured Party has failed or refused to direct the Collateral Agent to take any action or exercise any remedies with respect to the Collateral during the Standstill Period and (B) the Junior Secured Parties intend to direct the Collateral Agent to take action or exercise remedies with respect to the Collateral (such written notice, the “Junior Secured Parties Collateral Action Notice”), then, commencing on the fifth (5th) Business Day following the Controlling Secured Party’s receipt of the Junior Secured Parties Collateral Action Notice, the Junior Secured Parties shall have the right to direct the Collateral Agent to take such actions and exercise such remedies under the Collateral Documents with respect to the Collateral as are approved in written instructions delivered to the Collateral Agent and signed by both Junior Secured Parties. The Junior Secured Parties hereby acknowledge and agree that their sending the Junior Secured Parties Collateral Action Notice shall be an absolute condition precedent to their right to direct the Collateral Agent in accordance with the immediately preceding sentence.

Instructions from Secured Parties. (a) Notwithstanding anything express or implied to the contrary in this Security Agreement or any Collateral Document, all : (a) remedies and other actions to be taken under this Security Agreement or under any of the Collateral Documents or applicable law with respect to the Revolving Debt Priority Collateral shall be directed solely by the Controlling Required Revolving Debt Secured PartyParties, except as provided in Section 14.4(b) hereof.or by the Required Term Debt Secured Parties with the written consent of the Required Revolving Debt Secured Parties (such consent not to be unreasonably withheld or delayed); (b) If (i) the Controlling Secured Party shall fail or refuse remedies and other actions to direct be taken under the Collateral Agent to take any action Documents or exercise any remedies applicable law with respect to the Term Debt Priority Collateral during shall be directed by the period commencing on Required Term Debt Secured Parties, or by the date Required Revolving Debt Secured Parties with the written consent of the Required Term Debt Secured Parties (such consent not to be unreasonably withheld or delayed); (c) remedies and other actions to be taken under the Collateral Documents or applicable law with respect to the Patent and Trademark Collateral shall be directed by both the Required Term Debt Secured Parties and by the Required Revolving Debt Secured Parties; and (d) if any Secured Party does not respond in a timely manner to any notice (including, without limitation, a Notice of Default is issued Default) from the Collateral Agent or request for instructions within the time period specified by the Collateral Agent pursuant to Section 14.2 hereof to and including in such notice or request for instructions (which shall be a minimum of five Business Days), the 180th day following the issuance Secured Obligations held by such Secured Party which would otherwise be included in a determination of such Notice of Default (the “Standstill Period”) and (ii) the Junior Required Secured Parties shall have sent written not be included in the determination of Required Secured Parties for purposes of such notice to or request for instructions. Any action taken or not taken without the Controlling vote of such Secured Party after the termination of the Standstill Period advising the Controlling or Secured Parties under this ss.6.4 shall nevertheless be binding on such Secured Party that (A) the Controlling Secured Party has failed or refused to direct the Collateral Agent to take any action or exercise any remedies with respect to the Collateral during the Standstill Period and (B) the Junior Secured Parties intend to direct the Collateral Agent to take action or exercise remedies with respect to the Collateral (such written notice, the “Junior Secured Parties Collateral Action Notice”), then, commencing on the fifth (5th) Business Day following the Controlling Secured Party’s receipt of the Junior Secured Parties Collateral Action Notice, the Junior Secured Parties shall have the right to direct the Collateral Agent to take such actions and exercise such remedies under the Collateral Documents with respect to the Collateral as are approved in written instructions delivered to the Collateral Agent and signed by both Junior Secured Parties. The Junior Secured Parties hereby acknowledge and agree that their sending the Junior Secured Parties Collateral Action Notice shall be an absolute condition precedent to their right to direct the Collateral Agent in accordance with the immediately preceding sentence.