Common use of Forbearance from Exercise of Certain Remedies Clause in Contracts

Forbearance from Exercise of Certain Remedies. Until the Termination Date and except as permitted in Section 2(b) hereof, Subordinated Creditor shall not (a) take any action or exercise any remedy against Borrower to enforce the Subordinated Debt (other than filing a proof of claim, voting on a plan of reorganization in an Insolvency Proceeding, obtaining adequate protection of the Subordinated Lien (which shall be junior to any adequate protection of the Senior Lien) or other actions necessary to preserve the Subordinated Debt and Subordinated Lien in an Insolvency Proceeding and not inconsistent with the provisions of this Agreement); or (b) take any action or exercise any remedy against any guarantor of or pledgor securing the Obligations in order to collect any of the Subordinated Debt; or (c) take any action or exercise any remedy against the Collateral as a result of any breach or default under the Subordinated Debt; or (d) commence, or join with any other creditor of Borrower in commencing, any bankruptcy, reorganization or Insolvency Proceeding against Borrower; or (e) take any action or exercise any remedy against any property or assets of any guarantor of or pledgor securing the Obligations; or (f) take any action or exercise any remedy with respect to any securities, equity or otherwise, of Borrower pledged to Subordinated Creditor. Subordinated Creditor understands and agrees that Agent shall have the right, but shall have no obligation, to cure any default under the Subordinated Debt without the prior written consent of Subordinated Creditor.

Forbearance from Exercise of Certain Remedies. Until the Termination Date Senior Debt has been paid in full in cash and except as permitted in Section 2(b) hereofthe Commitments have been terminated, no Subordinated Creditor Party shall not (a) take any action or exercise any remedy against Borrower the Borrowers, or either of them, to enforce the Subordinated Debt (other than filing a proof of claim, voting on a plan of reorganization in an Insolvency Proceeding, obtaining adequate protection all or any portion of the Subordinated Lien (which shall be junior to any adequate protection of the Senior Lien) or other actions necessary to preserve the Subordinated Debt and Subordinated Lien in an Insolvency Proceeding and not inconsistent with the provisions of this Agreement)Fees; or (b) take any action or exercise any remedy against any guarantor of or pledgor securing the Obligations Senior Debt in order to collect any of the Subordinated DebtFees; or (c) take any action or exercise any remedy against the Collateral as a result of any breach or default under the Subordinated Debt; or (d) commence, or join with any other creditor of Borrower the Borrowers, or either of them, in commencing, commencing any bankruptcy, reorganization or Insolvency Proceeding against Borrowerthe Borrowers, or either of them; or (ed) take any action or exercise any remedy against any property or assets of any guarantor of or pledgor securing the Obligations; Senior Debt or (f) acquire or take any action lien on or exercise security interest in any remedy with respect to any securities, equity or otherwise, of Borrower pledged to Subordinated Creditorthe Collateral. Subordinated Creditor understands The parties hereto understand and agrees agree that the Agent shall have the right, but shall have no obligation, to cure any default under with respect to the Subordinated Debt Fees without the prior written consent of each Subordinated CreditorParty. Notwithstanding anything contained in this Agreement to the contrary, in no event shall any Subordinated Party be entitled to receive and retain any securities, equity or otherwise, or other consideration provided for in (i) a plan of reorganization or otherwise in connection with any bankruptcy or Insolvency Proceeding or (ii) any other judicial or nonjudicial proceeding for the liquidation, dissolution or winding up of the Borrowers, or any of them, or the assets or properties of the Borrowers, or any of them, in any case unless and until the Senior Debt is paid in full in cash to the satisfaction of the Lenders and the Commitments are terminated.

Forbearance from Exercise of Certain Remedies. Until the Termination Date Senior Debt has been paid in full in cash and except as permitted in Section 2(b) hereofthe Commitments have been terminated, no Subordinated Creditor Lender shall not (a) take any action or exercise any remedy against Borrower the Debtors, or any of them, to enforce the Subordinated Debt (other than filing a proof of claim, voting on a plan of reorganization in an Insolvency Proceeding, obtaining adequate protection all or any portion of the Subordinated Lien (which shall be junior to any adequate protection of the Senior Lien) or other actions necessary to preserve the Subordinated Debt and Subordinated Lien in an Insolvency Proceeding and not inconsistent with the provisions of this Agreement)Debt; or (b) take any action or exercise any remedy against any guarantor of or pledgor securing the Obligations Senior Debt in order to collect any of the Subordinated Debt; or (c) take any action or exercise any remedy against the Collateral as a result of any breach or default under the Subordinated Debt; or (d) commence, or join with any other creditor of Borrower the Debtors, or any of them, in commencing, commencing any bankruptcy, reorganization or Insolvency Proceeding against Borrowerthe Debtors, or any of them; or (ed) take any action or exercise any remedy against any property or assets of any guarantor of or pledgor securing the Obligations; or (f) take any action or exercise any remedy with respect to any securities, equity or otherwise, of Borrower pledged to Subordinated CreditorSenior Debt. Subordinated Creditor understands The parties hereto understand and agrees agree that the Agent shall have the right, but shall have no obligation, to cure any default under the Subordinated Debt without the prior written consent of each Subordinated Creditor.Lender. Notwithstanding anything contained in this Agreement to the contrary, in no event shall any Subordinated Lender be entitled to receive and retain any securities, equity or otherwise, or other consideration provided for in (i) a plan of reorganization or otherwise in connection with any bankruptcy or Insolvency Proceeding or (ii) any other judicial or nonjudicial proceeding for the liquidation, dissolution or winding up of the Debtors, or any of them, or the assets or properties of the Debtors, or any of them, in any case unless and until the Senior Debt is paid in full in cash to the satisfaction of the Lender Group and the Commitments are terminated. LEGAL_US_W # 62526509.7

Forbearance from Exercise of Certain Remedies. Until the Termination Date Senior Debt has been paid in full in cash and except as permitted in Section 2(b) hereofthe Commitments have been terminated, no Subordinated Creditor Party shall not (a) take any action or exercise any remedy against Borrower the Borrowers, or either of them, to enforce the Subordinated Debt (other than filing a proof of claim, voting on a plan of reorganization in an Insolvency Proceeding, obtaining adequate protection all or any portion of the Subordinated Lien (which shall be junior to any adequate protection of the Senior Lien) or other actions necessary to preserve the Subordinated Debt and Subordinated Lien in an Insolvency Proceeding and not inconsistent with the provisions of this Agreement)Fees; or (b) take any action or exercise any remedy against any guarantor of or pledgor securing the Obligations Senior Debt in order to collect any of the Subordinated DebtFees; or (c) take any action or exercise any remedy against the Collateral as a result of any breach or default under the Subordinated Debt; or (d) commence, or join with any other creditor of Borrower the Borrowers, or either of them, in commencing, commencing any bankruptcy, reorganization or Insolvency Proceeding against Borrowerthe Borrowers, or either of them; or (ed) take any action or exercise any remedy against any property or assets of any guarantor of or pledgor securing the Obligations; Senior Debt or (f) acquire or take any action lien on or exercise security interest in any remedy with respect to any securities, equity or otherwise, of Borrower pledged to Subordinated Creditorthe Collateral. Subordinated Creditor understands The parties hereto understand and agrees agree that Agent the Senior Lender shall have the right, but shall have no obligation, to cure any default under with respect to the Subordinated Debt Fees without the prior written consent of each Subordinated CreditorParty. Notwithstanding anything contained in this Agreement to the contrary, in no event shall any Subordinated Party be entitled to receive and retain any securities, equity or otherwise, or other consideration provided for in (i) a plan of reorganization or otherwise in connection with any bankruptcy or Insolvency Proceeding or (ii) any other judicial or nonjudicial proceeding for the liquidation, dissolution or winding up of the Borrowers, or any of them, or the assets or properties of the Borrowers, or any of them, in any case unless and until the Senior Debt is paid in full in cash to the satisfaction of the Senior Lender and the Commitments are terminated.

Forbearance from Exercise of Certain Remedies. Until the Termination Date Senior Debt has been paid in full in cash and except as permitted in Section 2(b) hereofthe Commitments have been terminated, the Subordinated Creditor Lender shall not (a) take any action or exercise any remedy against Borrower the Borrowers, or either of them, to enforce the Subordinated Debt (other than filing a proof of claim, voting on a plan of reorganization in an Insolvency Proceeding, obtaining adequate protection all or any portion of the Subordinated Lien (which shall be junior to any adequate protection of the Senior Lien) or other actions necessary to preserve the Subordinated Debt and Subordinated Lien in an Insolvency Proceeding and not inconsistent with the provisions of this Agreement)Debt; or (b) take any action or exercise any remedy against any guarantor of or pledgor securing the Obligations Senior Debt in order to collect any of the Subordinated Debt; or (c) take any action or exercise any remedy against the Collateral as a result of any breach or default under the Subordinated Debt; or (d) commence, or join with any other creditor of Borrower the Borrowers, or either of them, in commencing, commencing any bankruptcy, reorganization or Insolvency Proceeding against Borrowerthe Borrowers, or either of them; or (ed) take any action or exercise any remedy against any property or assets of any guarantor of or pledgor securing the Obligations; or (f) take any action or exercise any remedy with respect to any securities, equity or otherwise, of Borrower pledged to Subordinated CreditorSenior Debt. Subordinated Creditor understands The parties hereto understand and agrees agree that the Agent shall have the right, but shall have no obligation, to cure any default under the Subordinated Debt without the prior written consent of the Subordinated CreditorLender. Notwithstanding anything contained in this Agreement to the contrary, in no event shall the Subordinated Lender be entitled to receive and retain any securities, equity or otherwise, or other consideration provided for in (i) a plan of reorganization or otherwise in connection with any bankruptcy or Insolvency Proceeding or (ii) any other judicial or nonjudicial proceeding for the liquidation, dissolution or winding up of the Borrowers, or any of them, or the assets or properties of the Borrowers, or any of them, in any case unless and until the Senior Debt is paid in full in cash to the satisfaction of the Lenders and the Commitments are terminated.

Forbearance from Exercise of Certain Remedies. Until the Termination Date Senior Debt has been paid in full in cash and except as permitted in Section 2(b) hereofthe Commitments have been terminated, no Subordinated Creditor Party shall not (a) take any action or exercise any remedy against Borrower the Debtors, or either of them, to enforce the Subordinated Debt (other than filing a proof of claim, voting on a plan of reorganization in an Insolvency Proceeding, obtaining adequate protection all or any portion of the Subordinated Lien (which shall be junior to any adequate protection of the Senior Lien) or other actions necessary to preserve the Subordinated Debt and Subordinated Lien in an Insolvency Proceeding and not inconsistent with the provisions of this Agreement)Fees; or (b) take any action or exercise any remedy against any guarantor of or pledgor securing the Obligations Senior Debt in order to collect any of the Subordinated DebtFees; or (c) take any action or exercise any remedy against the Collateral as a result of any breach or default under the Subordinated Debt; or (d) commence, or join with any other creditor of Borrower the Debtors, or either of them, in commencing, commencing any bankruptcy, reorganization or Insolvency Proceeding against Borrowerthe Debtors, or either of them; or (ed) take any action or exercise any remedy against any property or assets of any guarantor of or pledgor securing the Obligations; Senior Debt or (f) acquire or take any action lien on or exercise security interest in any remedy with respect to any securities, equity or otherwise, of Borrower pledged to Subordinated Creditorthe Collateral. Subordinated Creditor understands The parties hereto understand and agrees agree that the Agent shall have the right, but shall have no obligation, to cure any default under with respect to the Subordinated Debt Fees without the prior written consent of each Subordinated Creditor.Party. Notwithstanding anything contained in this Agreement to the contrary, in no event shall any Subordinated Party be entitled to receive and retain any securities, equity or otherwise, or other consideration provided for in (i) a plan of reorganization or otherwise in connection with any bankruptcy or Insolvency Proceeding or (ii) any other judicial or nonjudicial proceeding for the liquidation, dissolution or winding up of the Debtors, or either of them, or the assets or properties of the Debtors, or either of them, in any case unless and until the Senior Debt is paid in full in cash to the satisfaction of the Lender Group and the Commitments are terminated. LEGAL_US_W # 62527186.5

Forbearance from Exercise of Certain Remedies. Until the Termination Date Senior Debt has been paid in full in cash and except as permitted in Section 2(b) hereofthe Commitments have been terminated, no Subordinated Creditor Party shall not (a) take any action or exercise any remedy against Borrower the Debtors, or either of them, to enforce the Subordinated Debt (other than filing a proof of claim, voting on a plan of reorganization in an Insolvency Proceeding, obtaining adequate protection all or any portion of the Subordinated Lien (which shall be junior to any adequate protection of the Senior Lien) or other actions necessary to preserve the Subordinated Debt and Subordinated Lien in an Insolvency Proceeding and not inconsistent with the provisions of this Agreement)Fees; or (b) take any action or exercise any remedy against any guarantor of or pledgor securing the Obligations Senior Debt in order to collect any of the Subordinated DebtFees; or (c) take any action or exercise any remedy against the Collateral as a result of any breach or default under the Subordinated Debt; or (d) commence, or join with any other creditor of Borrower the Debtors, or either of them, in commencing, commencing any bankruptcy, reorganization or Insolvency Proceeding against Borrowerthe Debtors, or either of them; or (ed) take any action or exercise any remedy against any property or assets of any guarantor of or pledgor securing the Obligations; Senior Debt or (f) acquire or take any action lien on or exercise security interest in any remedy with respect to any securities, equity or otherwise, of Borrower pledged to Subordinated Creditorthe Collateral. Subordinated Creditor understands The parties hereto understand and agrees agree that the Agent shall have the right, but shall have no obligation, to cure any default under with respect to the Subordinated Debt Fees without the prior written consent of each Subordinated CreditorParty. Notwithstanding anything contained in this Agreement to the contrary, in no event shall any Subordinated Party be entitled to receive and retain any securities, equity or otherwise, or other consideration provided for in (i) a plan of reorganization or otherwise in connection with any bankruptcy or Insolvency Proceeding or (ii) any other judicial or nonjudicial proceeding for the liquidation, dissolution or winding up of the Debtors, or any of them, or the assets or properties of the Debtors, or any of them, in any case unless and until the Senior Debt is paid in full in cash to the satisfaction of the Lender Group and the Commitments are terminated.

Forbearance from Exercise of Certain Remedies. Until the Termination Date Senior Debt has been paid in full in cash and except as permitted in Section 2(b) hereofthe Commitments have been terminated, no Subordinated Creditor Lender shall not (a) take any action or exercise any remedy against Borrower the Debtors, or any of them, to enforce the Subordinated Debt (other than filing a proof of claim, voting on a plan of reorganization in an Insolvency Proceeding, obtaining adequate protection all or any portion of the Subordinated Lien (which shall be junior to any adequate protection of the Senior Lien) or other actions necessary to preserve the Subordinated Debt and Subordinated Lien in an Insolvency Proceeding and not inconsistent with the provisions of this Agreement)Debt; or (b) take any action or exercise any remedy against any guarantor of or pledgor securing the Obligations Senior Debt in order to collect any of the Subordinated Debt; or (c) take any action or exercise any remedy against the Collateral as a result of any breach or default under the Subordinated Debt; or (d) commence, or join with any other creditor of Borrower the Debtors, or any of them, in commencing, commencing any bankruptcy, reorganization or Insolvency Proceeding against Borrowerthe Debtors, or any of them; or (ed) take any action or exercise any remedy against any property or assets of any guarantor of or pledgor securing the Obligations; or (f) take any action or exercise any remedy with respect to any securities, equity or otherwise, of Borrower pledged to Subordinated CreditorSenior Debt. Subordinated Creditor understands The parties hereto understand and agrees agree that the Agent shall have the right, but shall have no obligation, to cure any default under the Subordinated Debt without the prior written consent of each Subordinated CreditorLender. Notwithstanding anything contained in this Agreement to the contrary, in no event shall any Subordinated Lender be entitled to receive and retain any securities, equity or otherwise, or other consideration provided for in (i) a plan of reorganization or otherwise in connection with any bankruptcy or Insolvency Proceeding or (ii) any other judicial or nonjudicial proceeding for the liquidation, dissolution or winding up of the Debtors, or any of them, or the assets or properties of the Debtors, or any of them, in any case unless and until the Senior Debt is paid in full in cash to the satisfaction of the Lender Group and the Commitments are terminated.

Forbearance from Exercise of Certain Remedies. Until the Termination Date Senior Debt has been paid in full in cash and except as permitted in Section 2(b) hereofthe Commitments have been terminated, the Subordinated Creditor Lender shall not (a) take any action or exercise any remedy against Borrower the Borrowers, or either of them, to enforce the Subordinated Debt (other than filing a proof of claim, voting on a plan of reorganization in an Insolvency Proceeding, obtaining adequate protection all or any portion of the Subordinated Lien (which shall be junior to any adequate protection of the Senior Lien) or other actions necessary to preserve the Subordinated Debt and Subordinated Lien in an Insolvency Proceeding and not inconsistent with the provisions of this Agreement)Debt; or (b) take any action or exercise any remedy against any guarantor of or pledgor securing the Obligations Senior Debt in order to collect any of the Subordinated Debt; or (c) take any action or exercise any remedy against the Collateral as a result of any breach or default under the Subordinated Debt; or (d) commence, or join with any other creditor of Borrower the Borrowers, or either of them, in commencing, commencing any bankruptcy, reorganization or Insolvency Proceeding against Borrowerthe Borrowers, or either of them; or (ed) take any action or exercise any remedy against any property or assets of any guarantor of or pledgor securing the Obligations; or (f) take any action or exercise any remedy with respect to any securities, equity or otherwise, of Borrower pledged to Subordinated CreditorSenior Debt. Subordinated Creditor understands The parties hereto understand and agrees agree that Agent the Senior Lender shall have the right, but shall have no obligation, to cure any default under the Subordinated Debt without the prior written consent of the Subordinated CreditorLender. Notwithstanding anything contained in this Agreement to the contrary, in no event shall the Subordinated Lender be entitled to receive and retain any securities, equity or otherwise, or other consideration provided for in (i) a plan of reorganization or otherwise in connection with any bankruptcy or Insolvency Proceeding or (ii) any other judicial or nonjudicial proceeding for the liquidation, dissolution or winding up of the Borrowers, or any of them, or the assets or properties of the Borrowers, or any of them, in any case unless and until the Senior Debt is paid in full in cash to the satisfaction of the Senior Lender and the Commitments are terminated.

Forbearance from Exercise of Certain Remedies. Until the Termination Date Senior Debt has been paid in full in cash and except as permitted in Section 2(b) hereofthe Commitments have been terminated, the Subordinated Creditor Lender shall not (a) take any action or exercise any remedy against the Borrower to enforce the Subordinated Debt (other than filing a proof of claim, voting on a plan of reorganization in an Insolvency Proceeding, obtaining adequate protection of the Subordinated Lien (which shall be junior to any adequate protection of the Senior Lien) or other actions necessary to preserve the Subordinated Debt and Subordinated Lien in an Insolvency Proceeding and not inconsistent with the provisions of this Agreement)Debt; or (b) take any action or exercise any remedy against any guarantor of or pledgor securing the Obligations Senior Debt in order to collect any of the Subordinated Debt; or (c) take any action or exercise any remedy against the Collateral as a result of any breach or default under the Subordinated Debt; or (d) commence, or join with any other creditor of the Borrower in commencing, any bankruptcy, reorganization or Insolvency Proceeding against the Borrower; or (ed) take any action or exercise any remedy against any property or assets of any guarantor of or pledgor securing the Obligations; or (f) take any action or exercise any remedy with respect to any securities, equity or otherwise, of Borrower pledged to Senior Debt. The Subordinated Creditor. Subordinated Creditor Lender understands and agrees that the Agent shall have the right, but shall have no obligation, to cure any default under the Subordinated Debt without the prior written consent of the Subordinated CreditorLender. Notwithstanding anything contained in this Agreement to the contrary, in no event shall the Subordinated Lender be entitled to receive and retain any securities, equity or otherwise, or other consideration provided for in (i) a plan of reorganization or otherwise in connection with any bankruptcy or Insolvency Proceeding or (ii) any other judicial or nonjudicial proceeding for the liquidation, dissolution or winding up of the Borrower or the assets or properties of the Borrower, in any case unless the Senior Debt is paid in full in cash and the Commitments are terminated.