Common use of Limitations on Remedies Clause in Contracts

Limitations on Remedies. (a) Upon the occurrence of any default or event of default (a “Subordinated Default”) in respect of the Subordinated Indebtedness, no Subordinated Creditor shall (a) accelerate all or any portion of the Subordinated Indebtedness; (b) commence or join (unless the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 days after receipt by Senor Lender of such Default Notice and (ii) an Insolvency Proceeding. (b) Notwithstanding the provisions of Section 9(a) above: (i) During any Standstill Period, the Subordinated Creditors shall accept any cure of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default to the Senior Indebtedness, then: (A) If Senior Lender shall waive such default under the Senior Indebtedness, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default shall be deemed to no longer exist; and (B) Notwithstanding the expiration of the applicable Standstill Period, Subordinated Creditors shall not be permitted to take any Enforcement Action with respect to the Subordinated Indebtedness unless the Senior Indebtedness has been accelerated. (c) Nothing contained in this Section 9 shall limit or impair the obligations and agreements of the Subordinated Creditors set forth in any other Section of this Agreement.

Limitations on Remedies. (a) Upon the occurrence of any default or event of default (a “Subordinated Default”) in respect of the Subordinated Indebtedness, no Subordinated Creditor shall (a) accelerate all or any portion of the Subordinated Indebtedness; (b) commence or join (unless the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 days after receipt by Senor Lender of such Default Notice and (ii) an Insolvency Proceeding. (b) Notwithstanding the provisions of Section 9(a) above: (i) During any Standstill Period, the Subordinated Creditors shall accept any cure of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default to the Senior Indebtedness, then: (A) If Senior Lender shall waive such default under the Senior Indebtedness, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default Nothing contained herein shall be deemed to no longer exist; andlimit or to expand any waivers, covenants, or indemnities made by Borrower in favor of Lender in any letter of credit application, reimbursement agreement, or similar document, instrument, or agreement between Borrower and Lender. (B) Notwithstanding EXCEPT AS MAY BE EXPRESSLY PROVIDED IN THIS AGREEMENT, LENDER SHALL NOT BE LIABLE TO BORROWER IN CONTRACT, TORT, OR OTHERWISE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES. (C) Borrower must take action to avoid and reduce the expiration amount of damages claimed against Lender (or any other Indemnitee, as applicable). (D) Xxxxxxxx’s aggregate remedies against Lender for honoring a presentation or retaining honored documents in breach of Xxxxxx’s obligations to Borrower (whether arising under this Agreement, any other agreement, document, or instrument relating hereto, applicable letter of credit practice or law, or any other applicable law) are limited to the applicable Standstill Period, Subordinated Creditors shall not be permitted aggregate amounts paid by Borrower to take any Enforcement Action Lender with respect to the Subordinated Indebtedness unless the Senior Indebtedness has been acceleratedhonored presentation. (cE) Nothing contained In any dispute or litigation between Xxxxxxxx and Xxxxxx, Xxxxxxxx shall pay Xxxxxx’s reasonable attorneys’ fees, expert witness fees, and other expenses of litigation or dispute resolution, unless Xxxxxxxx obtains a non-appealable award for damages against Xxxxxx, as so ordered by a court of competent jurisdiction. If Xxxxxxxx prevails in this Section 9 shall limit an action based on forgery or impair the obligations and agreements fraud of the Subordinated Creditors set forth beneficiary or other presenter, this does not relieve Borrower from its obligation to pay Lender’s fees and expenses in any other Section contesting the entry or maintenance of this Agreementinjunctive relief.

Limitations on Remedies. (a) Upon the occurrence of any default or event of default (a “Subordinated Default”) in respect of the Subordinated Indebtedness, no Subordinated Creditor shall (a) accelerate all or any portion of the Subordinated Indebtedness; (b) commence or join (unless the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 days after receipt by Senor Lender of such Default Notice and (ii) an Insolvency ProceedingIn no event shall a Party be required to pay a Termination Payment on more than one occasion. (b) Notwithstanding the provisions of Section 9(a) above: (i) During any Standstill Period, the Subordinated Creditors shall accept any cure of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default this Agreement is terminated pursuant to the Senior Indebtedness, thenSection 8.1: (A) If Senior Lender shall waive the Company’s right to receive the Parent Termination Fee pursuant to and in accordance with Section 8.2(c), if any, any Enforcement Costs pursuant to and in accordance with Section 8.2(d), and the Reimbursement Obligations, in each case, including the Company’s right to enforce the Guarantee to receive such default under Parent Termination Fee, Enforcement Costs or Reimbursement Obligations from the Senior IndebtednessGuarantor when due and payable in accordance with this Agreement and the Guarantee, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well sole and exclusive remedies of the Company and its Related Parties against Parent, Merger Sub and the applicable Subordinated Default Parent Related Parties (including the Financing Sources) pursuant to this Agreement or the Debt Financing and the transactions contemplated hereby or thereby, including for any loss or monetary damages suffered as a result of any breach (including any Willful and Material Breach) of any covenant or agreement in this Agreement or the failure of the Merger or any other transactions contemplated by this Agreement to be consummated; (B) except in the event of fraud or Willful and Material Breach, Parent and Merger Sub’s right to receive the Company Termination Fee pursuant to and in accordance with Section 8.2(b), if any, and any Enforcement Costs pursuant to and in accordance with Section 8.2(d) shall be deemed the sole and exclusive remedies of Parent, Merger Sub and their respective Related Parties pursuant to no longer existthis Agreement and the transactions contemplated hereby, including for any loss or monetary damages suffered as a result of any breach of any covenant or agreement in this Agreement or the failure of the Merger or any other transactions contemplated by this Agreement to be consummated; provided that, in the event Parent or Merger Sub seek damages for Willful and Material Breach of Section 6.2 or Section 6.4, any Company Termination Fee paid by the Company pursuant to Section 8.2(b)(i)(A)(y) shall be credited against any damages ultimately awarded to Parent or Merger Sub, if any; and (BC) Notwithstanding For the expiration avoidance of the applicable Standstill Perioddoubt, Subordinated Creditors shall not be permitted to take any Enforcement Action with respect notwithstanding anything to the Subordinated Indebtedness unless the Senior Indebtedness has been accelerated. (c) Nothing contained contrary in this Agreement, if this Agreement has not been validly terminated, each Party shall have the right to specific performance pursuant to Section 9 9.5(b) (and the Company shall limit also have the right to specific performance pursuant to Section 9.5(c)); provided, that, in no event shall (x) the Company be entitled to specifically enforce (or impair to bring any action or proceeding in equity seeking to specifically enforce) Parent’s rights under the obligations Equity Commitment Letter to cause the Equity Financing to be funded or to effect the Closing other than as expressly provided in Section 9.5(c) and agreements in the Equity Commitment Letter or (y) the Company, Parent or Merger Sub be entitled to seek or specifically enforce any provisions of the Subordinated Creditors set forth in this Agreement or to obtain an injunction or injunctions to bring any other Section of action or proceeding in equity in connection with the transactions contemplated by this AgreementAgreement against any other party hereto other than pursuant to Sections 9.5(b) and 9.5(c), as applicable.

Limitations on Remedies. (a) Upon the occurrence of any default or event of default (a “Subordinated Default”) in respect of the Subordinated Indebtedness, no the Subordinated Creditor shall not (a1) accelerate all or any portion of the Subordinated Indebtedness; , (b2) commence or join (unless the Senior Lender shall also commence or join), in its capacity as a holder of the Subordinated Indebtedness, ) in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or , (c3) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or (4) commence or continue any foreclosure or liquidation proceedings or remedies or take any action (other actions against than to perfect or to continue the Company or its Subsidiaries permitted under perfection of, the lien of the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each Creditor in any Collateral) in respect of any of the foregoingCollateral, an “Enforcement Action”)or exercise any other of the Subordinated Creditor' rights, remedies, powers, privileges, and discretions with respect to the Collateral, for a period (the “Standstill Period”), commencing on the date of 180 days after receipt by the Senior Lender from the Subordinated Creditors Creditor of written notice (a “Default Notice”) of such Subordinated Default and ending on event of default (the earlier to occur "STANDSTILL PERIOD"); provided, however, that if before the expiration of the Standstill Period (i) 180 days after receipt by Senor the Senior Lender accelerates all or any portion of such Default Notice and the Senior Indebtedness, (ii) an Insolvency Proceeding. (b) Notwithstanding if the provisions of Section 9(a) above: (i) During any Standstill Period, the Subordinated Creditors shall accept any cure of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred default under the Subordinated Indebtedness is caused solely as a result by the occurrence of a cross-default to the Senior Indebtedness, then: (A) If Senior Lender shall waive such default Default under the Senior Indebtedness, Senior Lender delivers to the Subordinated Creditor a Cure or amend Waiver Notice in accordance with Section 2(c) hereof, or (iii) the Senior Indebtedness with Lender in its sole discretion, shall cure the effect that such event of default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and which gave rise to the applicable Standstill Period (it being understood that Senior Lender shall have absolutely no obligation to the Company or the Subordinated Default Creditor to so cure any such event of default and, furthermore, that if Senior Lender shall be deemed to no longer exist; and (B) Notwithstanding the expiration cure any such event of the applicable Standstill Period, Subordinated Creditors default it shall not be permitted obligated under any circumstances to take cure any Enforcement Action with respect to other event of default at any time occurring), then the Subordinated Indebtedness Creditor shall continue to forbear after the Standstill Period from the exercise of any rights or remedies against the Company or the Collateral unless the Senior Indebtedness Lender consents in writing to the exercise of such rights and remedies. If the forbearance of Subordinated Creditor after expiration of a Standstill Period has been accelerated. not occurred in accordance with the prior sentence, then the Subordinated Creditor shall be entitled to exercise (cfor the benefit of the Senior Lender until the Senior Lender is paid in full in cash) its rights and remedies against the Company or Collateral after five (5) days advance written notice to the Senior Lender. Nothing contained in this Section 9 shall limit or impair the obligations and agreements of the Subordinated Creditors Creditor set forth in any other Section Sections 1 and 2 of this Agreement.

Limitations on Remedies. (a) Upon Notwithstanding any rights or remedies available to Term Loan Agent under any of the Term Loan Documents, applicable law or otherwise, except as otherwise provided in Section 2.10(b)(ii) hereof, prior to the Working Capital Loan Termination Date, Term Loan Agent shall not, directly or indirectly, seek to foreclose, take possession of, sell or otherwise realize upon (judicially or non-judicially) its Lien on any Collateral, assert any claims or interests therein or exercise any remedies with respect thereto (including, without limitation, by setoff or notification of account debtors) or commence any legal proceedings against or with respect to any Collateral to facilitate the actions set forth above; provided, that, in the event of the failure of Obligors to make any payment in respect of the Term Loan Debt in accordance with the terms of the Term Loan Documents or upon the occurrence of any default or event other Event of default Default under the Term Loan Documents and for so long as such Event of Default under the Term Loan Documents is continuing, subject at all times to the provisions of Sections 2.2 and 2.4 hereof, commencing ninety (a “Subordinated Default”90) in respect days after the receipt by Working Capital Agent of the Subordinated Indebtedness, no Subordinated Creditor shall (a) accelerate all or any portion declaration by Term Loan Agent of such Event of Default under the Term Loan Documents and of the Subordinated Indebtedness; (b) commence or join (unless written demand by Term Loan Agent to Obligors for the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce accelerated payment of all or Term Loan Debt (unless any part Obligor is subject to an Insolvency Proceeding by reason of which such declaration and the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable lawmaking of such demand is stayed, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”)in which case, commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) commencement of such Subordinated Default and ending Insolvency Proceeding), Term Loan Agent may take any action described above with respect to its Liens on the earlier Collateral but only so long as Working Capital Agent is not already diligently pursuing in good faith the exercise of its enforcement rights or remedies against, or diligently in good faith attempting to occur vacate any stay or enforcement of its Liens on, all or any material portion of the Collateral (i) 180 days after receipt by Senor Lender including, without limitation, any of such Default Notice the following: subject to applicable laws, the solicitation of bids from third parties to conduct the liquidation of all or any material portion of the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting and (ii) an Insolvency Proceedingselling a material portion of the Collateral, the notification of accounts debtors to make payments to Working Capital Agent or its agent, any action to take possession of all or any material portion of the Collateral or commencement of any legal proceedings or actions against or with respect to all or any material portion of the Collateral). (b) Notwithstanding the provisions of Section 9(a) above: (i) During In the event Term Loan Agent has commenced any Standstill Periodactions to enforce its Lien on any specific item of Collateral, the Subordinated Creditors such actions are permitted hereunder and Term Loan Agent is diligently pursuing such actions, Working Capital Agent shall accept not take any cure action of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors a similar nature with respect to the position they would have been but for such default or event of default; andCollateral. (ii) If In addition, in the applicable Subordinated Default event that, after a Release Event, Working Capital Agent has occurred under commenced a Lien Enforcement Action against all or a material portion of the Subordinated Indebtedness solely as a result of a cross-default to the Senior Indebtedness, then: Collateral and (A) If Senior Lender shall waive such default under the Senior IndebtednessCredit Facility (as defined in the Working Capital Loan and Security Agreement) with respect to any further Revolving Loans or the incurrence of further Letter of Credit Accommodations has been terminated, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default shall be deemed to no longer exist; and (B) Notwithstanding Working Capital Agent has received (1) cash or other immediately available funds in the expiration amount of the applicable Standstill PeriodMaximum W/C Debt then outstanding and unpaid (exclusive of the early termination fee payable pursuant to the Working Capital Loan and Security Agreement), Subordinated Creditors and (2) without duplication, cash collateral in a manner and in such amounts as Working Capital Agent determines is reasonably necessary to secure Working Capital Agent in connection with any issued and outstanding letters of credit provided by Working Capital Agent and Working Capital Lenders (or letters of credit that Working Capital Agent has arranged to be provided by third parties pursuant to the financing arrangements of Working Capital Agent and Working Capital Lenders with Borrowers or any Obligor) to Borrowers or any Obligor (but not in any event in an amount greater than 105% of the aggregate undrawn face amount of such letters of credit), then upon the written request of Term Loan Agent, Working Capital Agent shall not be permitted to take any further action against the Collateral and Term Loan Agent shall have the right to control any further Lien Enforcement Action with respect to against the Subordinated Indebtedness unless the Senior Indebtedness has been acceleratedCollateral. (c) Nothing contained in this Section 9 In the event Term Loan Agent has commenced any actions to enforce its Lien on any Collateral as permitted hereunder, Working Capital Agent agrees that any such sale or other disposition shall limit or impair the obligations be free and agreements clear of the Subordinated Creditors set forth Liens of Working Capital Agent and agrees to execute and deliver any and all release documents and instruments reasonably requested by Term Loan Agent to evidence that such sale or other disposition is free and clear of its Liens, provided, that, (i) in any sale or other Section disposition of any of the Collateral by Term Loan Agent, Term Loan Agent shall conduct such sale or other disposition in a commercially reasonable manner and shall comply in all respects with this Intercreditor Agreement, (ii) such sale or other disposition by Term Loan Agent shall not extend to or otherwise affect any of the rights of Working Capital Agent under this Intercreditor Agreement to the proceeds from any such sale or other disposition of Collateral, (iii) Term Loan Agent shall promptly apply such proceeds in accordance with the provisions of this AgreementIntercreditor Agreement and (iv) no such release documents or instruments shall be delivered (A) to any Obligor or (B) more than one (1) Business Day prior to the date of the closing of the sale or disposition of such Collateral; provided, further, that if the closing of the sale or disposition of such Collateral is not consummated, Term Loan Agent shall promptly return all release documents to Working Capital Agent. The effectiveness of any such release by Working Capital Agent shall be subject to the sale or disposition of such Collateral described in such request or on substantially similar terms and shall lapse in the event such sale or other disposition does not occur within three (3) Business Days of the anticipated closing date. In any sale or other disposition of any of the Collateral by Term Loan Agent, Term Loan Agent shall conduct such sale or other disposition in a commercially reasonable manner.

Limitations on Remedies. (a) Upon Except in circumstances in which Section 2.6 is applicable, Subordinate Lender shall not commence any action or proceeding against the occurrence Borrower to enforce or collect any Subordinate Obligation to obtain possession of property of the Borrower, to exercise control over property of the Borrower or to create, perfect or enforce any default or event lien against property of the Borrower until the earliest to occur of (i) the date the Senior Lender accelerates the Senior Debt, (ii) the date of Borrower's bankruptcy, (iii) if a monetary default (other than a “Subordinated Default”default that consists of failure to pay Senior Lender) in exists and is continuing with respect to the Subordinate Lender, the date occurring 120 days after Subordinate Lender has given Senior Lender written notice of such default and of its intention to take the foregoing action, unless the Subordinate Lender shall have first obtained the written consent of the Subordinated IndebtednessSenior Lender or (iv) if a non-monetary default exists and is continuing with respect to the Subordinate Lender, no Subordinated Creditor the date occurring 180 days after Subordinate Lender has given Senior Lender written notice of such default and of its intention to take the foregoing action, unless the Subordinate Lender shall have first obtained the written consent of the Senior Lender. (ab) Nothing in this Agreement shall restrict the ability of the Senior Lender or the Subordinate Lender to declare a Default or accelerate all or any portion of the Subordinated Indebtedness; (b) commence or join (unless Borrower Obligations so long as payments are received and turned over and remedies are pursued only in compliance with the terms of the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 days after receipt by Senor Lender of such Default Notice and (ii) an Insolvency Proceeding. (b) Notwithstanding the provisions of Section 9(a) above: (i) During any Standstill PeriodLoan Documents, the Subordinated Creditors shall accept any cure of the Subordinate Loan Documents as applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default to the Senior Indebtedness, then: (A) If Senior Lender shall waive such default under the Senior Indebtedness, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default shall be deemed to no longer exist; and (B) Notwithstanding the expiration of the applicable Standstill Period, Subordinated Creditors shall not be permitted to take any Enforcement Action with respect to the Subordinated Indebtedness unless the Senior Indebtedness has been acceleratedthis Agreement. (c) Nothing contained in this Section 9 In the event Senior Lender enforces its rights and remedies under the Senior Loan Documents, Subordinate Lender shall limit not take any action which materially interferes with or impair the obligations impairs Senior Lender's rights and agreements of the Subordinated Creditors set forth in any other Section of this Agreementremedies.

Limitations on Remedies. (a) Upon Notwithstanding anything contained herein to the occurrence contrary, none of any default or event of default (a “Subordinated Default”) in respect of Buyer, Seller, the Subordinated IndebtednessProject Company, no Subordinated Creditor shall (a) accelerate all or any portion of Buyer Indemnitee or Seller Indemnitee will be entitled to any recovery under this Agreement for special, punitive, exemplary, incidental, indirect or consequential damages or lost profits except to the Subordinated Indebtedness; (b) commence or join (unless the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims extent payable pursuant to a judgment against the Company (each of the foregoing, an “Enforcement Action”), for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 days after receipt by Senor Lender of such Default Notice and (ii) an Insolvency ProceedingThird Party Claim. (b) Notwithstanding The amount which Buyer or Seller is or may be required to pay to a Seller Indemnitee or Buyer Indemnitee in respect of Seller Damages or Buyer for which indemnification is provided under this Agreement will be reduced by any amounts actually received (including amounts received under insurance policies) by or on behalf of the provisions Seller Indemnitee or Buyer Indemnitee from third parties (net of Section 9(aout-of-pocket costs and expenses (including reasonable legal fees and expenses) above: incurred by such Seller Indemnitee or Buyer Indemnitee in connection with seeking to collect and collecting such amounts and net of any payment or reimbursement obligations of such Seller Indemnitee or Buyer Indemnitee and its Affiliates in respect thereof) in respect of such Seller Damages or Buyer Damages (such net amounts are referred to herein as "Indemnity Reduction Amounts"). If any Seller Indemnitee or Buyer Indemnitee receives any Indemnity Reduction Amounts in respect of a claim for which indemnification is provided under this Agreement after the full amount of such claim has been paid by Buyer or Seller or after Buyer or Seller has made a partial payment of such Claim and such Indemnity Reduction Amounts exceed the remaining unpaid balance of such claim, then the Seller Indemnitee or Buyer Indemnitee, as applicable, will promptly remit to Buyer or Seller, respectively, an amount equal to the excess (if any) of (i) During any Standstill Periodthe amount theretofore indemnified by Buyer or Seller, as applicable, in respect of such claim, less (ii) the Subordinated Creditors shall accept any cure amount of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors to the position they indemnity payment that would have been but for due if such default Indemnity Reduction Amounts in respect thereof had been received before the indemnity payment was made. An insurer or event of default; and (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default other third party who would otherwise be obligated to the Senior Indebtedness, then: (A) If Senior Lender shall waive such default under the Senior Indebtedness, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default shall be deemed to no longer exist; and (B) Notwithstanding the expiration of the applicable Standstill Period, Subordinated Creditors pay any claim shall not be permitted to take any Enforcement Action relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to any benefit they would not be entitled to receive in the absence of the indemnification provisions by virtue of the indemnification provisions hereof. Seller and Buyer will, will cause its respective indemnified group to, and will use commercially reasonable efforts to cause each of its representatives to, pursue promptly any claims or rights it may have against insurance policies which would reduce the amount of Seller Damages or Buyer Damagers, respectively, for which indemnification is provided under this Agreement. This clause shall only have force and effect to the Subordinated Indebtedness unless extent its operation would not otherwise adversely affect a Party’s right to seek or obtain recovery in accordance with the Senior Indebtedness has been acceleratedterms of its insurance policies. (c) Nothing contained in this Section 9 shall limit or impair the obligations and agreements of the Subordinated Creditors set forth in any other Section of this Agreement.

Limitations on Remedies. (a) Upon the occurrence of any default or event of default (a “Subordinated Default”) in respect of the Subordinated Indebtedness, no Subordinated Creditor shall (a) accelerate all or not exercise any portion of the Subordinated Indebtedness; (b) commence or join (unless the Senior Lender shall also join), in its capacity as a holder of the Subordinated Indebtedness, in any involuntary proceeding against the Company or any of its Subsidiaries under any bankruptcy, reorganization, readjustment of debt, arrangement of debt, receivership, liquidation or insolvency law or statute of any federal or state government; or (c) commence any action or proceeding against the Company or any of its Subsidiaries to enforce payment of all or any part of the Subordinated Indebtedness or take any other actions against the Company or its Subsidiaries permitted under the Subordinated Debentures and/or under applicable law, and/or reduce such claims to a judgment against the Company (each of the foregoing, an “Enforcement Action”), Action for a period (the “Standstill Period”), commencing on the date of receipt by the Senior Lender from the Subordinated Creditors Creditor of written notice (a “Default Notice”) of such Subordinated Default and ending on the earlier to occur of (i) 180 120 days after receipt by Senor Senior Lender of such Default Notice and (ii) an Insolvency Proceeding; provided that in the event that as of any day during such 120 day period the Subordinated Default that was the subject of the Default Notice shall no longer be continuing, then the Standstill Period shall be deemed not to have commenced, and provided further that such 120 day period shall be tolled (x) for any period during which the Senior Lender or the Subordinated Creditor are stayed by an Insolvency Proceeding or an order issued by a court of competent jurisdiction from taking any Enforcement Action and (y) for any period during which the Subordinated Creditor has otherwise agreed to forbear from exercising its rights with respect to such Subordinated Default. (b) Notwithstanding the provisions of Section 9(a11(a) above: (i) During any Standstill Period, the Subordinated Creditors Creditor shall accept any cure of the applicable Subordinated Default(s) proffered by Senior Lender which restores the Subordinated Creditors Creditor to the position they it would have been but for such default or event of default; and (ii) If the applicable Subordinated Default has occurred under the Subordinated Indebtedness solely as a result of a cross-default to the Senior Indebtedness, then: (A) If Senior Lender shall waive such default under the Senior Indebtedness, or amend the Senior Indebtedness with the effect that such default no longer exists, such waiver or amendment shall be deemed effective under the Subordinated Indebtedness as well and the applicable Subordinated Default shall be deemed to no longer exist; and; (B) Notwithstanding the expiration of the applicable Standstill Period, the Subordinated Creditors Creditor shall not be permitted to take any Enforcement Action with respect to the Subordinated Indebtedness unless if the Senior Indebtedness has been accelerated; and (C) Notwithstanding the expiration of the Standstill Period, in no event shall the Subordinated Creditor exercise or continue to exercise any such Enforcement Action if the Senior Lender shall have commenced an Enforcement Action, including, without limitation, any of the following: the solicitation of bids from third parties to conduct the liquidation of all or any portion of the Collateral, the engagement or retention of sales brokers, marketing agents, investment bankers, accountants, auctioneers or other third parties for the purpose of valuing, marketing, promoting or selling all or any portion of the Collateral, the notification of account debtors to make payments to the Senior Lender or its agents, the initiation of any action to take possession of all or any portion of the Collateral or the commencement of any legal proceedings or actions against or with respect to the foreclosure and sale of all or any portion of the Collateral), or diligently attempting in good faith to vacate any stay prohibiting an Enforcement Action with respect to all or any portion of the Collateral. (c) Nothing contained in this Section 9 shall limit or impair the obligations and agreements of the Subordinated Creditors set forth in any other Section of this Agreement.