Common use of Limitations on Rights and Remedies Clause in Contracts

Limitations on Rights and Remedies. (a) So long as a Blockage Period is in effect or if Senior Lender has commenced and is diligently pursuing an Enforcement Action, each Junior Creditor hereby agrees, severally and not jointly with the other Junior Creditors, that it shall not exercise any rights or remedies with respect to any Debtor or any Collateral, including, without limitation, the right to (a) enforce any Liens or repossess, sell or otherwise foreclose on any portion of the Collateral, or (b) request any action, institute litigation or other proceedings, give any instructions, make any election, notice account debtors or make collections with respect to any portion of the Collateral; provided, however, that if Debtors or Senior Creditor shall cure the applicable event of default under the Subordinated Debenture Documents prior to the taking of such remedial action by any Junior Creditor, no Junior Creditor will take or continue any remedial action with respect to such event of default after the date of such cure; and, until the Senior Creditor Repayment, any payments, distributions or proceeds resulting from the exercise of any such remedial action received by any Junior Creditor shall be subject to the terms of this Agreement and shall be paid or delivered to Senior Creditor as provided in this Agreement; provided, further, notwithstanding anything to the contrary contained herein, Junior Creditors shall not be prohibited (at any time, with or without notice, even during a Blockage Period or while an Enforcement Action is outstanding) from taking action against the Debtors to (x) collect Permitted Payments described in Section 2(c)(i) including, without limitation, seeking specific performance or taking action against the Borrowers to collect capital stock of the Parent at any time any Debtor is obligated to issue the same to the extent such obligation is a non-cash obligation that would constitute a Permitted Payment under Section 2(c)(i), or (y) seeking specific performance against the Debtors to enforce the provisions of the Subordinated Debenture Documents described on Schedule 3 attached hereto. (b) To the extent that any Default under the Senior Loan Documents gives rise to a “cross default” under the Subordinated Debenture Documents (a “Junior Cross Default”), the cure or waiver of such Default under the Senior Loan Documents shall be deemed to automatically cure or waive such Junior Cross Default under the Subordinated Debenture Documents. To the extent that any default or event of default under the Subordinated Debenture Documents gives rise to a “cross default” under the Senior Loan Documents (a “Senior Cross Default”), the cure or waiver of such default or event of default under the Subordinated Debenture Documents shall be deemed to automatically cure or waive such Senior Cross Default under the Senior Loan Documents.

Appears in 3 contracts

Samples: Debt Subordination and Intercreditor Agreement (Capital Growth Systems Inc /Fl/), Debt Subordination and Intercreditor Agreement (Capital Growth Systems Inc /Fl/), Debt Subordination and Intercreditor Agreement (Capital Growth Systems Inc /Fl/)

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Limitations on Rights and Remedies. (a) So long as a Blockage Period is in effect The Tranche A Lenders (and the Agent or if Senior Lender has commenced and is diligently pursuing an Enforcement Action, each Junior Creditor hereby agrees, severally and not jointly with the other Junior Creditors, that it Congress acting on their behalf) shall not be entitled to (i) exercise any rights or remedies with respect to any Debtor or any Collateralthe Second Priority Real Estate Liens, including, including without limitation, limitation the right to (aA) enforce any Liens or repossess, sell or otherwise foreclose on or realize upon (judicially or non-judicially) any portion of the CollateralTranche B Priority Collateral or execute any amendment, supplement or acknowledgement thereof or (bB) request any action, institute litigation or other proceedings, give any instructions, make any election, notice account debtors or make collections with respect to any portion of the Collateral; providedTranche B Priority Collateral or (ii) demand, however, that if Debtors accept or Senior Creditor shall cure the applicable event of default under the Subordinated Debenture Documents prior to the taking of such remedial action by obtain any Junior Creditor, no Junior Creditor will take or continue Lien on any remedial action with respect to such event of default after the date of such cure; and, until the Senior Creditor Repayment, any payments, distributions or proceeds resulting from the exercise of any such remedial action received by any Junior Creditor shall be Tranche B Priority Collateral (except for Liens subject to the terms of this Agreement Agreement). In the event that any Tranche A Lender, Holder, the Agent, Congress (acting on behalf of the Tranche A Lenders) or the Revolving Loan Lender shall receive any proceeds of the Tranche B Priority Collateral or possession of any such Tranche B Priority Collateral, it shall receive and hold the same in trust, as trustee, for the benefit of the Tranche B Lenders and shall be paid or delivered to Senior Creditor as provided in this Agreement; provided, further, notwithstanding anything immediately deliver the same to the contrary contained hereinTranche B Lenders (together with any endorsement or assignment, Junior Creditors as the case may be, where reasonably necessary) for application in accordance with the terms of the Operative Agreements. (b) Until all Tranche B Indebtedness has been paid in full in cash and satisfied, the Holders (and the Agent acting on their behalf) shall not be prohibited (at any time, with or without notice, even during a Blockage Period or while an Enforcement Action is outstanding) from taking action against the Debtors entitled to (xi) collect Permitted Payments described exercise any rights or remedies with respect to the Third Priority Real Estate Liens, including without limitation the right to (A) enforce any Liens or sell or otherwise foreclose on or realize upon (judicially or non-judicially) any portion of the Tranche B Priority Collateral or execute any amendment, supplement or acknowledgement thereof or (B) request any action, institute proceedings, give any instructions, make any election, notice account debtors or make collections with respect to any portion of the Tranche B Priority Collateral or (ii) demand, accept or obtain any Lien on any Tranche B Priority Collateral (except for Liens subject to the terms of this Agreement). At such time as all Tranche B Indebtedness has been paid in Section 2(c)(ifull in cash and satisfied, in the event any Holder or the Agent acting on behalf of the Holders shall receive any proceeds of the Tranche B Priority Collateral, it shall receive and hold the same in trust, as trustee, for the benefit of the Tranche A Lenders and shall immediately deliver the same to the Tranche A Lenders for application in accordance with the terms of the Operative Agreements. (c) Until all Tranche A Indebtedness has been paid in full in cash and satisfied and all Revolving Loan Obligations have been paid in full in cash and satisfied and the Revolving Loan Agreements have been terminated, the Tranche B Lenders and the Holders shall not, and the Agent acting on their behalf shall not (but without limiting the rights of the Agent to act at the direction of Congress as provided for herein), exercise any rights or remedies with respect to the Tranche A Priority Collateral, including, without limitation, (i) enforcing any Liens or selling or otherwise seeking specific performance to foreclose or taking action against the Borrowers to collect capital stock realize upon (judicially or non-judicially) any portion of the Parent at Tranche A Priority Collateral (including without limitation, by setoff or notification of account debtors) or execute any time amendment, supplement or acknowledgement thereof or (ii) request any Debtor is obligated action, institute proceedings give any instructions, or make any election with respect to issue any portion of the Tranche A Priority Collateral. In the event that any Tranche B Lender, Holder or the Agent shall receive any proceeds of the Tranche A Priority Collateral or possession of any such Tranche A Priority Collateral it shall receive and hold the same in trust, as trustee, for the benefit of the Revolving Loan Lender and the Tranche A Lenders and shall immediately deliver the same to the extent such obligation is a non-cash obligation that would constitute a Permitted Payment under Section 2(c)(i), Revolving Loan Lender (together with any endorsement or (y) seeking specific performance against the Debtors to enforce the provisions assignment of the Subordinated Debenture Documents described on Schedule 3 attached heretoAgent or such Tranche B Lender or Holder, as the case may be, where reasonably necessary) for application to any of the Tranche A Indebtedness or the Revolving Loan Obligations, as the Revolving Loan Lender may, in its sole discretion, elect. (b) To the extent that any Default under the Senior Loan Documents gives rise to a “cross default” under the Subordinated Debenture Documents (a “Junior Cross Default”), the cure or waiver of such Default under the Senior Loan Documents shall be deemed to automatically cure or waive such Junior Cross Default under the Subordinated Debenture Documents. To the extent that any default or event of default under the Subordinated Debenture Documents gives rise to a “cross default” under the Senior Loan Documents (a “Senior Cross Default”), the cure or waiver of such default or event of default under the Subordinated Debenture Documents shall be deemed to automatically cure or waive such Senior Cross Default under the Senior Loan Documents.

Appears in 1 contract

Samples: Participation Agreement (Pep Boys Manny Moe & Jack)

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Limitations on Rights and Remedies. (a) So long as a Blockage Period is in effect or if Until the Senior Lender has commenced and is diligently pursuing an Enforcement ActionCreditor Repayment, each Junior Creditor hereby agrees, severally and not jointly with the other Junior Creditors, that it neither Kabaker nor Seller shall not be entitled to exercise any rights or remedies with remedxxx xxth respect to any Debtor or any of the Collateral, including, including without limitation, limitation the right to (ai) enforce any Liens or repossess, sell or otherwise foreclose on any portion of the Collateral, or (bii) request any action, institute litigation or other proceedings, give any instructions, make any election, notice account debtors or make collections with respect to any portion of the Collateral, or (iii) amend or modify (or permit the amendment or modification of) the terms of any Kabaker Loan Document or any Seller Loan Document in any manner xxxxxxx to the interests of any Senior Creditor (including, without limitation, any amendment which has the effect of shortening the maturity of the Kabaker Indebtedness or the Seller Indebtedness or increasing the ixxxxxxx rate with respect thereto). (b) Until the Senior Creditor Repayment, Lescroart shall not be entitled to exercise any rights or remedies with respect to any of the Collateral, including without limitation the right to (i) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, or (ii) request any action, institute proceedings against Borrower, Parent or any other person or entity, give any instructions, make any election, notice account debtors or make collections with respect to any portion of the Collateral, or (iii) amend or modify (or permit the amendment or modification of) the terms of any Lescroart Loan Document or any Seller Loan Document in any manner adverse to the interests of any Senior Creditor (including, without limitation, any amendment which has the effect of shortening the maturity of the Kabaker Indebtedness or the Seller Indebtedness or increasing the xxxxxxst rate with respect thereto); provided, however, that if Debtors Lescroart shall be entitled to take one or more of the actions described in clauses (i) and/or (ii) above from or after the date that is one year following the date on which Lescroart notifies each Senior Creditor shall cure the applicable and Kabaker in writing that an event of default exists under the Subordinated Debenture Lescroxxx Xxxn Documents prior and that Lescroart intents to the taking of such remedial action by any Junior Creditor, no Junior Creditor will take or continue any remedial action exercise its rights and remedies with respect to such event Borrower, Parent and/or the Collateral. (c) Until the Lescroart Indebtedness has been paid in full, Seller shall not be entitled to exercise any rights or remedies with respect to any of default after the Collateral, including without limitation the right to (i) enforce any Liens or sell or otherwise foreclose on any portion of the Collateral, or (ii) request any action, institute proceedings, give any instructions, make any election, notice account debtors or make collections with respect to any portion of the Collateral, or (iii) amend or modify (or permit the amendment or modification of) the terms of the Seller Loan Documents in any manner adverse to the interests of Lescroart (including, without limitation, any amendment which has the effect of shortening the maturity of the Seller Indebtedness or increasing the interest rate with respect thereto). (d) Until the date of such cure; and, until 91 days after the Senior Creditor Repayment, any payments, distributions or proceeds resulting from the exercise of any such remedial action received by neither Kabaker nor any Junior Creditor shall be subject take any action, directly xx xxxirectly, to the terms initiate an involuntary bankruptcy or receivership proceeding or receivership in respect of this Agreement and shall be paid Borrower or delivered to Senior Creditor as provided in this Agreement; provided, further, notwithstanding anything to the contrary contained herein, Junior Creditors shall not be prohibited (at any time, with or without notice, even during a Blockage Period or while an Enforcement Action is outstanding) from taking action against the Debtors to (x) collect Permitted Payments described in Section 2(c)(i) including, without limitation, seeking specific performance or taking action against the Borrowers to collect capital stock of the Parent at any time any Debtor is obligated to issue the same to the extent such obligation is a non-cash obligation that would constitute a Permitted Payment under Section 2(c)(i), or (y) seeking specific performance against the Debtors to enforce the provisions of the Subordinated Debenture Documents described on Schedule 3 attached heretoParent. (be) To Until the extent that date 91 days after the date on which the Lescroart Indebtedness is repaid in full, Seller shall not take any Default under the Senior Loan Documents gives rise action, directly or indirectly, to a “cross default” under the Subordinated Debenture Documents (a “Junior Cross Default”), the cure initiate an involuntary bankruptcy or waiver receivership proceeding or receivership in respect of such Default under the Senior Loan Documents shall be deemed to automatically cure Borrower or waive such Junior Cross Default under the Subordinated Debenture Documents. To the extent that any default or event of default under the Subordinated Debenture Documents gives rise to a “cross default” under the Senior Loan Documents (a “Senior Cross Default”), the cure or waiver of such default or event of default under the Subordinated Debenture Documents shall be deemed to automatically cure or waive such Senior Cross Default under the Senior Loan DocumentsParent.

Appears in 1 contract

Samples: Insurance Brokerage Agreement (Anthony Clark International Insurance Brokers LTD)

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