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

Exercise of Remedies by Term Collateral Agent. Until the Discharge of Revolving Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, agrees that the Term Claimholders: (a) will not exercise or seek to exercise any rights or remedies with respect to any Revolving Priority Collateral (including any Exercise of Secured Creditor Remedies with respect to any Revolving Priority Collateral); provided, however, that the Term Collateral Agent for itself and on behalf of the other Term Claimholders may exercise any or all such rights or remedies (including any Exercise of Secured Creditor Remedies with respect to any Revolving Priority Collateral) after the passage of a period of at least 180 days after the date on which the Revolving Collateral Agent received written notice from the Term Collateral Agent, acting in accordance with the terms of the Term Documents, that the maturity of the Term Obligations has been accelerated following a Term Default; provided, further, however, that notwithstanding anything to the contrary contained herein, in no event will the Term Collateral Agent or any other Term Claimholder exercise any rights or remedies with respect to the Revolving Priority Collateral if, notwithstanding the expiration of such 180-day period, the Revolving Collateral Agent or any other Revolving 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 Revolving Priority Collateral (prompt written notice of such exercise to be given to the Term Collateral Agent by the Revolving Collateral Agent, provided that the failure to give such notice shall not affect the Revolving Collateral Agent’s or any other Revolving 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 Term Collateral Agent and the other Term Claimholders may not pursuant to this Section 3.1(a) exercise any rights or remedies with respect to the Revolving Priority Collateral, the “Term Standstill Period”); (b) subject to their rights under Section 3.1(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 Revolving Collateral Agent or any other Revolving Claimholder with respect to any Revolving Priority Collateral; (c) will have no right to direct the Revolving Collateral Agent or any other Revolving Claimholder to Exercise any Secured Creditor Remedies with respect to any Revolving Priority Collateral or to take any other action under the Revolving Loan Documents with respect to any Revolving Priority Collateral; and (d) subject to their rights under Section 3.1(a), will not object to (and hereby waive any and all claims with respect to) the forbearance by the Revolving Collateral Agent or the other Revolving Claimholders from Exercising any Secured Creditor Remedies with respect to any Revolving Priority Collateral; provided, however, that, in each case under this Section 3.1, the Term Liens shall remain on any Proceeds (other than those Proceeds properly applied to the Revolving Obligations in accordance with Section 4.1(a)) resulting from actions taken by the Revolving Collateral Agent or any other Revolving Claimholder with respect to the Revolving Priority Collateral (subject to the relative Lien priorities described in Section 2).

Exercise of Remedies by Term Collateral Agent. Until the Discharge of Revolving ABL Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, agrees that the Term Claimholders: (a) will not exercise or seek to exercise any rights or remedies with respect to any Revolving ABL Priority Collateral (including any Exercise of Secured Creditor Remedies with respect to any Revolving ABL Priority Collateral); provided, however, that the Term Collateral Agent for itself and on behalf of the other Term Claimholders may exercise any or all such rights or remedies (including any Exercise of Secured Creditor Remedies with respect to any Revolving ABL Priority Collateral) after the passage of a period of at least 180 days after the date on which the Revolving ABL Collateral Agent received written notice from the Term Collateral Agent, acting in accordance with the terms of the Term Documents, Agent that the maturity of the Term Obligations has been accelerated following a Term Defaultaccelerated; provided, further, however, that notwithstanding anything to the contrary contained herein, in no event will the Term Collateral Agent or any other Term Claimholder exercise any rights or remedies with respect to the Revolving ABL Priority Collateral if, notwithstanding the expiration of such 180-day period, the Revolving ABL Collateral Agent or any other Revolving ABL 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 Revolving ABL Priority Collateral (prompt written notice of such exercise to be given to the Term Collateral Agent by the Revolving ABL Collateral Agent, provided that the failure to give such notice shall not affect the Revolving ABL Collateral Agent’s or any other Revolving ABL 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 Term Collateral Agent and the other Term Claimholders may not pursuant to this Section 3.1(a) exercise any rights or remedies with respect to the Revolving ABL Priority Collateral, the “Term Standstill Period”); (b) subject to their rights under Section 3.1(a), will not directly or indirectly contest, protest, protest or object to or hinder, limit, delay, or otherwise interfere with hinder any Exercise of Secured Creditor Remedies by the Revolving ABL Collateral Agent or any other Revolving ABL Claimholder with respect to any Revolving ABL Priority Collateral; (c) will have no right to direct the Revolving ABL Collateral Agent or any other Revolving Claimholder to Exercise any Secured Creditor Remedies with respect to any Revolving ABL Priority Collateral or to take any other action under the Revolving ABL Loan Documents with respect to any Revolving ABL Priority Collateral; and (d) subject to their rights under Section 3.1(a), will not object to (and hereby waive any and all claims with respect to) the forbearance by the Revolving ABL Collateral Agent or the other Revolving ABL Claimholders from Exercising any Secured Creditor Remedies with respect to any Revolving ABL Priority Collateral; provided, however, that, in each case under this Section 3.1, the Term Liens shall remain on any Proceeds (other than those Proceeds properly applied to the Revolving ABL Obligations in accordance with Section 4.1(a)) resulting from actions taken by the Revolving ABL Collateral Agent or any other Revolving ABL Claimholder with respect to the Revolving ABL Priority Collateral (subject to the relative Lien priorities described in Section 2).

Exercise of Remedies by Term Collateral Agent. Until Subject to Section 3.4 hereof, until the Discharge of Revolving ABL Obligations has occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, agrees that the Term Claimholders: (a) will not exercise or seek to exercise any rights or remedies with respect to any Revolving ABL Priority Collateral (including any Exercise of Secured Creditor Remedies with respect to any Revolving ABL Priority Collateral); provided, however, that the Term Collateral Agent for itself and on behalf of the other Term Claimholders may exercise any or all such rights or remedies (including any Exercise of Secured Creditor Remedies with respect to any Revolving ABL Priority Collateral) after the passage of a period of at least 180 days after the date on which the Revolving ABL Collateral Agent received written notice from the Term Collateral Agent, acting in accordance with the terms of the Term Documents, Agent that the maturity of the Term Obligations has been accelerated following a Term Defaultaccelerated; provided, further, however, that notwithstanding anything to the contrary contained herein, in no event will the Term Collateral Agent or any other Term Claimholder exercise any rights or remedies with respect to the Revolving ABL Priority Collateral if, notwithstanding before or after the expiration of such 180-day period, the Revolving ABL Collateral Agent or any other Revolving ABL Claimholder (x) shall have commenced and is be diligently pursuing the exercise of its rights or remedies with respect to all or a material portion of the Revolving ABL Priority Collateral (prompt written notice of such exercise to be given to the Term Collateral Agent by the Revolving ABL Collateral Agent, provided that the failure to give such notice shall not affect the Revolving ABL Collateral Agent’s or any other Revolving ABL 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 Term Collateral Agent and the other Term Claimholders may not pursuant to this Section 3.1(a) exercise any rights or remedies with respect to the Revolving ABL Priority Collateral, Collateral being called the “Term Standstill Period”); (b) subject to their rights under Section 3.1(a), will not directly or indirectly contest, protest, protest or object to or hinder, limit, delay, or otherwise interfere with hinder any Exercise of Secured Creditor Remedies by the Revolving ABL Collateral Agent or any other Revolving ABL Claimholder with respect to any Revolving ABL Priority Collateral; (c) will have no right to direct the Revolving ABL Collateral Agent or any other Revolving Claimholder to Exercise any Secured Creditor Remedies with respect to any Revolving ABL Priority Collateral or to take any other action under the Revolving ABL Loan Documents with respect to any Revolving ABL Priority Collateral; and (d) subject to their rights under Section 3.1(a), will not object to (and hereby waive any and all claims with respect to) the forbearance by the Revolving ABL Collateral Agent or the other Revolving ABL Claimholders from Exercising any Secured Creditor Remedies with respect to any Revolving ABL Priority Collateral; provided, however, that, in each case under this Section 3.1, the Term Liens shall remain on any Proceeds (other than those Proceeds properly applied to the Revolving ABL Obligations in accordance with Section 4.1(a)) resulting from actions taken by the Revolving ABL Collateral Agent or any other Revolving ABL Claimholder with respect to the Revolving ABL Priority Collateral (subject to the relative Lien priorities described in Section 2).