Common use of Exercise of Remedies by Revolving Collateral Agent Clause in Contracts

Exercise of Remedies by Revolving Collateral Agent. Until the Discharge of Term Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Revolving Collateral Agent, for itself and on behalf of the other Revolving Claimholders, agrees that the Revolving Claimholders: (a) will not exercise or seek to exercise any rights or remedies with respect to any Term Priority Collateral (including any Exercise of Secured Creditor Remedies with respect to any Term Priority Collateral); provided, however, that the Revolving Collateral Agent for itself and on behalf of the other Revolving Claimholders, may exercise any or all such rights or remedies (including any Exercise of Secured Creditor Remedies with respect to any Term Priority Collateral) after the passage of a period of at least 180 days after the date on which the Term Collateral Agent received written notice from the Revolving Collateral Agent, acting in accordance with the terms of the Revolving Collateral Documents, that the maturity of the Revolving Obligations has been accelerated following a Revolving Default; provided, further, however, that notwithstanding anything to the contrary contained herein, in no event will the Revolving Collateral Agent or any other Revolving Claimholder exercise any rights or remedies with respect to the Term Priority Collateral if, notwithstanding the expiration of such 180-day period, the Term Collateral Agent or any Term Claimholder (x) shall have commenced and is diligently pursuing the exercise of its rights or remedies with respect to all or a material portion of the Term Priority Collateral (prompt written notice of such exercise to be given to the Revolving Collateral Agent by the Term Collateral Agent, provided that the failure to give such notice shall not affect the Term Collateral Agent’s or any other Term Claimholders’ rights hereunder) or (y) shall have been stayed by operation of law or any court order from pursuing any such exercise of remedies (during which time the 180-day period shall be tolled) (the period during which the Revolving Collateral Agent and the other Revolving Claimholders may not pursuant to this Section 3.2(a) exercise any rights or remedies with respect to the Term Priority Collateral, the “Revolving Standstill Period”); (b) subject to their rights under Section 3.2(a), will not directly or indirectly contest, protest, or object to or hinder, limit, delay, or otherwise interfere with any Exercise of Secured Creditor Remedies by the Term Collateral Agent or any other Term Claimholder with respect to any Term Priority Collateral; (c) will have no right to direct the Term Collateral Agent to Exercise any Secured Creditor Remedies with respect to any Term Priority Collateral or to take any other action under the Term Documents with respect to any Term Priority Collateral; and (d) subject to their rights under Section 3.2(a), will not object to (and hereby waives any and all claims with respect to) the forbearance by the Term Collateral Agent or any other Term Claimholder from the Exercise of Secured Creditor Remedies with respect to any Term Priority Collateral; provided, however, that, in each case under this Section 3.2, the Revolving Liens shall remain on any Proceeds (other than those Proceeds properly applied to the Term Obligations in accordance with Section 4.1(b)) resulting from actions taken by the Term Collateral Agent or any other Term Claimholder with respect to the Term Priority Collateral (subject to the relative Lien priorities described in Section 2).

Exercise of Remedies by Revolving Collateral Agent. Until the Discharge of Term Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Revolving Collateral Agent, for itself Agent and on behalf of the other Revolving Claimholders, agrees that the Revolving Claimholders: (a) will not exercise or seek to exercise any rights or remedies with respect to any Term Notes Priority Collateral (including any Exercise of Secured Creditor Remedies with respect to any Term Notes Priority Collateral); provided, however, that the Revolving Collateral Agent for itself and on behalf of the other Revolving Claimholders, may exercise any or all such rights or remedies (including any Exercise of Secured Creditor Remedies with respect to any Term Notes Priority Collateral) after the passage of a period of at least 180 days after the date on which the Term Notes Collateral Agent received written notice from the Revolving Collateral Agent, acting in accordance with the terms of the Revolving Collateral Documents, Agent that the maturity of the Revolving Obligations has been accelerated following a Revolving Defaultaccelerated; provided, further, however, that notwithstanding anything to the contrary contained herein, in no event will the Revolving Collateral Agent or any other Revolving Claimholder exercise any rights or remedies with respect to the Term Notes Priority Collateral if, notwithstanding the expiration of such 180-day period, the Term Notes Collateral Agent or any Term Notes Claimholder (xy) shall have commenced and is diligently pursuing the exercise of its rights or remedies with respect to all or a material any portion of the Term Notes Priority Collateral (prompt written notice of such exercise to be given to the Revolving Collateral Agent by the Term Collateral Agent, provided that the failure to give such notice shall not affect the Term Notes Collateral Agent’s or any other Term Notes Claimholders’ rights hereunder) or (yz) shall have been stayed by operation of law or any court order from pursuing any such exercise of remedies (during which time the 180-day period shall be tolled) (the period during which the Revolving Collateral Agent and the other Revolving Claimholders may not pursuant to this Section 3.2(a) exercise any rights rights, powers, or remedies with respect to the Term Notes Priority Collateral, the “Revolving Standstill Period”); (b) subject to their rights under Section 3.2(a), will not directly or indirectly contest, protest, or object to or hinder, limit, delay, or otherwise interfere with hinder any Exercise of Secured Creditor Remedies by the Term Notes Collateral Agent or any other Term Notes Claimholder with respect to any Term Notes Priority Collateral; (c) will Collateral and have no right to direct the Term Notes Collateral Agent to Exercise any Secured Creditor Remedies with respect to any Term Notes Priority Collateral or to take any other action under the Term Notes Documents with respect to any Term Notes Priority Collateral; and (dc) subject to their its rights under clause (a) above and under Section 3.2(a)3.4, will not object to (and hereby waives any and all claims with respect to) the forbearance by the Term Notes Collateral Agent or any other Term Notes Claimholder from the Exercise of Secured Creditor Remedies with respect to any Term Notes Priority Collateral; provided, however, that, in each the case under of clauses (a) and (b) above, and this Section 3.2clause (c), the Liens granted to secure the Revolving Liens Obligations of the Revolving Claimholders shall remain on attach to any Proceeds (other than those Proceeds properly applied to the Term Obligations in accordance with Section 4.1(b)) resulting from actions taken by the Term Notes Collateral Agent or any other Term Notes Claimholder with respect to the Term Notes Priority Collateral in accordance with this Agreement (subject to including the relative Lien priorities described in Section 2)) after application of such Proceeds to the extent necessary to meet the requirements of a Discharge of Notes Obligations.

Exercise of Remedies by Revolving Collateral Agent. Until the Discharge of Term Notes Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Revolving Collateral Agent, for itself Agent and on behalf of the other Revolving Claimholders, agrees that the Revolving Claimholders: (a) will not exercise or seek to exercise any rights or remedies with respect to any Term Notes Priority Collateral (including any Exercise of Secured Creditor Remedies with respect to any Term Notes Priority Collateral); provided, however, that the Revolving Collateral Agent for itself and on behalf of the other Revolving Claimholders, may exercise any or all such rights or remedies (including any Exercise of Secured Creditor Remedies with respect to any Term Priority Collateral) after the passage of a period of at least 180 days after the date on which the Term Collateral Agent received written notice from the Revolving Collateral Agent, acting in accordance with the terms of the Revolving Collateral Documents, that the maturity of the Revolving Obligations has been accelerated following a Revolving Default; provided, further, however, that notwithstanding anything to the contrary contained herein, in no event will the Revolving Collateral Agent or any other Revolving Claimholder exercise any rights or remedies with respect to the Term Priority Collateral if, notwithstanding the expiration of such 180-day period, the Term Collateral Agent or any Term Claimholder (x) shall have commenced and is diligently pursuing the exercise of its rights or remedies with respect to all or a material portion of the Term Priority Collateral (prompt written notice of such exercise to be given to the Revolving Collateral Agent by the Term Collateral Agent, provided that the failure to give such notice shall not affect the Term Collateral Agent’s or any other Term Claimholders’ rights hereunder) or (y) shall have been stayed by operation of law or any court order from pursuing any such exercise of remedies (during which time the 180-day period shall be tolled) (the period during which the Revolving Collateral Agent and the other Revolving Claimholders may not pursuant to this Section 3.2(a) exercise any rights or remedies with respect to the Term Priority Collateral, the “Revolving Standstill Period”); (b) subject to their rights under Section 3.2(a)3.4 and Section 3.7, will not directly or indirectly contest, protest, or object to or hinder, limit, delay, or otherwise interfere with hinder any Exercise of Secured Creditor Remedies by the Term Notes Collateral Agent or any other Term Notes Claimholder with respect to any Term Notes Priority Collateral; (c) will have Collateral and has no right to direct the Term Notes Collateral Agent to Exercise any Secured Creditor Remedies with respect to any Term Notes Priority Collateral or to take any other action under the Term Notes Documents with respect to any Term Notes Priority Collateral; and; (dc) subject to their rights under Section 3.2(a), will not object to (and hereby waives any and all claims with respect to) the forbearance by the Term Notes Collateral Agent or any other Term Notes Claimholder from the Exercise of Exercising any Secured Creditor Remedies with respect to any Term Notes Priority Collateral; provided; (d) will not take or cause to be taken any action the purpose or effect of which is, howeveror could be, that, in each case under this Section 3.2, to make any Lien that the Revolving Liens shall remain Claimholders have on Notes Priority Collateral equal with, or to give the Revolving Claimholders any Proceeds preference or priority relative to, any Lien that the Notes Claimholders have with respect to such Notes Priority Collateral; (other than those Proceeds properly applied e) will have no right to (i) direct the Term Obligations in accordance with Section 4.1(b)) resulting from actions taken by the Term Notes Collateral Agent or any other Term Notes Claimholder to exercise any right, remedy or power with respect to the Term such Notes Priority Collateral or (subject ii) consent to the relative Lien priorities described in Section 2)exercise by the Notes Collateral Agent or any Notes Claimholder of any right, remedy or power with respect to such Notes Priority Collateral; and (f) will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement.