Common use of No Exercise of Remedies Clause in Contracts

No Exercise of Remedies. (A) The Collateral Agent agrees that, so long as any of the Financing Agreement Obligations (other than Excess Financing Agreement Obligations) have not been paid in full, it will refrain from exercising any and all remedies available to it under the applicable security documents and any and all remedies otherwise permitted by applicable law with respect to the Financing Agreement Collateral, it being agreed and understood, however, that the Collateral Agent may exercise any and all rights and remedies available to it under the Indenture so long as such remedies do not relate to the enforcement of the Collateral Agent’s security interest in the Financing Agreement Collateral; provided, that following the 90th day after receipt by Revolving Agent of the notice pursuant to Section 17 by Collateral Agent, the Collateral Agent may (i) enforce its liens with respect to any Term Borrower Collateral until such time as the Revolving Agent is diligently pursuing its rights and remedies with respect to such Term Borrower Collateral and (ii) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to such Term Borrower Collateral, subject to application of such payments or distributions in accordance with Section 18 hereof. This agreement shall not restrict the rights of the Trustee, the Noteholders or the Collateral Agent to accelerate the Indenture Obligations and to bring action against the Credit Parties, including the initiation of an Insolvency Proceeding, (but not an action against the Financing Agreement Collateral) to collect such Indenture Obligations after the occurrence and during the continuance of an “Event of Default” (as such term is defined in the Indenture) under the Indenture. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not exercise any remedies available to it under the applicable security documents or any other remedies otherwise permitted by applicable law with respect to the PP&E Collateral during (a) any Liquidation Period (as defined in Section 19) or (b) any period commencing on the date of the receipt by the Financing Agent of a written notice from the Collateral Agent pursuant to Section 17 and ending ninety (90) days thereafter. In the event of a sale or other disposition of the Financing Agreement Collateral, other than in the ordinary course of business, in conformity with the Loan Documents and to which the Financing Agent has agreed, subject to compliance with the Trust Indenture Act of 1939 (the “TIA”), the Collateral Agent agrees that, notwithstanding any modification of the Indenture Debt Documentation, no default or event of default under the Indenture Debt Documentation will be deemed to exist solely as a result of such sale or other disposition to the extent that the proceeds of such sale are used by the Credit Parties in a manner permitted under Section 4.10 of the Indenture (as in effect on the date hereof). (B) The Collateral Agent will give the Financing Agent notice of its intent to enforce any lien upon the Indenture Collateral or any portion thereof. The notice required by this Section 3(B): (i) shall be required to be given by the Collateral Agent only if it intends to deliver to a Credit Party written notice of its intent to enforce a lien in full or partial satisfaction of any obligation secured thereby, commence legal action against any Credit Party for foreclosure or replevin or other enforcement of a lien; or take possession of or title to, or deliver to any third party possession of or title to, any real or personal property of any Credit Party; (ii) shall not be required in any other instance or as to any other action or event (including, for purposes of illustration and not by way of limitation, any incurrence, payment or acceleration of any of the Indenture Obligations or any amendment or waiver of the terms thereof, any exercise of a right of setoff, any notification to account debtors to make payment directly to the secured party or any other exercise of collection rights or the institution of any other legal proceedings, including suit to collect any debt or claim or the commencement of any bankruptcy case, receivership or insolvency proceeding); (iii) need only state that it is given pursuant to the provisions of this Agreement and that lien enforcement action may be taken by Collateral Agent, and need not disclose or describe the action to be taken; (iv) shall be given at least five (5) business days prior to the date on which any enforcement action described above is taken, except that the Collateral Agent may give such notice promptly after taking such enforcement action if it in good faith believes that immediate enforcement action is or may be required to protect its interest in the property subject to its liens. (C) The Financing Agent will give the Collateral Agent notice of its intent to enforce any Lien upon the Term Lender Collateral. The notice required by this Section 3(C): (i) shall be required to be given by the Financing Agent only if it intends to deliver to a Credit Party written notice of its intent to enforce a lien in full or partial satisfaction of any obligation secured thereby, commence legal action against any Credit Party for foreclosure or replevin or other enforcement of a lien; or take possession of or title to, or deliver to any third party possession of or title to, any real or personal property of any Credit Party; (ii) shall not be required in any other instance or as to any other action or event (including, for purposes of illustration and not by way of limitation, any incurrence, payment or acceleration of any of the Financing Agreement Obligations or any amendment or waiver of the terms thereof, any exercise of a right of setoff, any notification to account debtors to make payment directly to the secured party or any other exercise of collection rights or the institution of any other legal proceedings, including suit to collect any debt or claim or the commencement of any bankruptcy case, receivership or insolvency proceeding); (iii) need only state that it is given pursuant to the provisions of this Agreement and that lien enforcement action may be taken by Financing Agent, and need not disclose or describe the action to be taken; (iv) shall be given at least five (5) business days prior to the date on which any enforcement action described above is taken, except that the Financing Agent may give such notice promptly after taking such enforcement action if it in good faith believes that immediate enforcement action is or may be required to protect its interest in the property subject to its liens. The Financing Agent agrees that it shall not exercise any remedies available to it under the applicable security documents or any other remedies otherwise permitted by applicable law with respect to the Term Borrower Collateral (other than the collection of outstanding accounts receivable in the ordinary course of business) during any period commencing on the date of the receipt by the Collateral Agent of a written notice from the Financing Agent pursuant to this Section 3(C) and ending sixty (60) days thereafter.

No Exercise of Remedies. (A) The Collateral Agent agrees that, so long as any of the Financing Agreement Obligations (other than Excess Financing Agreement Obligations) have not been paid in full, it will refrain from exercising any and all remedies available to it under the applicable security documents and any and all remedies otherwise permitted by applicable law with respect to the Financing Agreement Collateral, it being agreed and understood, however, that the Collateral Agent may exercise any and all rights and remedies available to it under the Indenture so long as such remedies do not relate to the enforcement of the Collateral Agent’s security interest in the Financing Agreement Collateral; provided, that following the 90th day after receipt by Revolving Agent of the notice pursuant to Section 17 by Collateral Agent, the Collateral Agent may (i) enforce its liens with respect to any Term Borrower Collateral until Until such time as the Revolving Senior Debt shall have been paid in full in cash and the commitment of the Senior Creditor to lend has been terminated, neither the Junior Agent is diligently pursuing nor the Junior Creditor shall take any action to foreclose, enforce or realize upon any Lien on Collateral or Right of Payment under any Junior Claims Document or otherwise exercise any right or remedy to enforce any such Lien on Collateral or Right of Payment if: (i) any Senior Debt has been accelerated and any holder of Senior Debt or the Senior Agent on behalf of any such holder has commenced action to enforce its rights and remedies with respect to such Term Borrower Collateral and against all or any portion of the Collateral, (ii) collect a Junior Claims Event of Default (a "Triggering Default") has occurred and receive any and all payments or distributions which may be payable or deliverable upon or with respect to such Term Borrower Collateral, subject to application of such payments or distributions in accordance with Section 18 hereof. This agreement shall not restrict the rights no acceleration of the TrusteeSenior Debt has occurred, until the Noteholders or expiration of (A) a period of 180 days ("Enforcement Blockage Period") after written notice to the Collateral Senior Agent to accelerate the Indenture Obligations and to bring action against the Credit Parties, including the initiation of an Insolvency Proceeding, (but not an action against the Financing Agreement Collateral) to collect such Indenture Obligations after the occurrence and during the continuance of an “a Junior Claims Event of Default” (as Default and such term is defined in failure has not been cured by the Indenture) under the Indenture. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not exercise any remedies available to it under the applicable security documents or any other remedies otherwise permitted by applicable law with respect to the PP&E Collateral during (a) any Liquidation Period (as defined in Section 19) Companies or (bat its sole discretion, and without any obligation to do so) by any period commencing on the date of the receipt by the Financing Agent of a written notice from the Collateral Agent pursuant to Section 17 Senior Creditor during such Enforcement Blockage Period and ending ninety (90) days thereafter. In the event of a sale or other disposition of the Financing Agreement Collateral, other than in the ordinary course of business, in conformity with the Loan Documents and to which the Financing Agent has agreed, subject to compliance with the Trust Indenture Act of 1939 (the “TIA”), the Collateral Agent agrees that, notwithstanding any modification of the Indenture Debt Documentation, no default or event of default under the Indenture Debt Documentation will be deemed to exist solely as a result of such sale or other disposition to the extent that the proceeds of such sale are used by the Credit Parties in a manner permitted under Section 4.10 of the Indenture (as in effect on the date hereof). (B) The Collateral Agent will give the Financing Agent 30th day after written notice by the Junior Creditor of its the intent to enforce any lien upon the Indenture Collateral or any portion thereof. The notice required by this Section 3(B): (i) shall be required to be given by the Collateral Agent only if it intends to deliver to a Credit Party written notice of its intent to enforce a lien in full or partial satisfaction of any obligation secured thereby, commence legal take action against any Credit Party for foreclosure or replevin or other enforcement of a lien; or take possession of or title to, or deliver to any third party possession of or title to, any real or personal property of any Credit Party; (ii) shall not be required in any other instance or as to any other action or event (including, for purposes of illustration and not by way of limitation, any incurrence, payment or acceleration of any of the Indenture Obligations or any amendment or waiver of the terms thereof, any exercise of a right of setoff, any notification to account debtors to make payment directly to the secured party or any other exercise of collection rights or the institution of any other legal proceedings, including suit to collect any debt or claim or the commencement of any bankruptcy case, receivership or insolvency proceeding); (iii) need only state that it is given pursuant to the provisions of this Agreement and that lien enforcement action may be taken by Collateral Agent, and need not disclose or describe the action to be taken; (iv) shall be given at least five (5) business days prior to the date on which any enforcement action described above is taken, except that the Collateral Agent may give such notice promptly after taking such enforcement action if it in good faith believes that immediate enforcement action is or may be required to protect its interest in the property subject to its liens. (C) The Financing Agent will give the Collateral Agent notice of its intent to enforce any Lien upon on Collateral or Right of Payment under any Junior Claims Document has been given to the Term Lender CollateralSenior Agent and the Senior Creditors, which notice under this clause (B) may only be given following the expiration of such Enforcement Blockage Period. The notice required by this Section 3(C): Each Enforcement Blockage Period will only prevent the Junior Agent or Junior Creditor from exercising the remedies available to them solely in connection with the Triggering Default and will not affect the remedies available to the Junior Agent or the Junior Creditor arising out of any previous Junior Claims Event of Default; or (iii) no Triggering Default has occurred or is continuing; provided that nothing contained herein is intended to prevent the Junior Creditor from obtaining a judgment against the Companies (or any of them) following the occurrence of a Junior Claims Event of Default so long as (A)(x) the Junior Claims Event of Default has not been cured or waived and (y) the Enforcement Blockage Period has expired or (B) the events contained in clause (i) shall be required to be given by the Financing Agent only if it intends to deliver to a Credit Party written notice of its intent to enforce a lien in full or partial satisfaction of any obligation secured thereby, commence legal action against any Credit Party for foreclosure or replevin or other enforcement of a lien; or take possession of or title to, or deliver to any third party possession of or title to, any real or personal property of any Credit Party; (ii) shall not be required in any other instance or as to any other action or event (including, for purposes of illustration and not by way of limitation, any incurrence, payment or acceleration of any of the Financing Agreement Obligations or any amendment or waiver of the terms thereof, any exercise of a right of setoff, any notification to account debtors to make payment directly to the secured party or any other exercise of collection rights or the institution of any other legal proceedings, including suit to collect any debt or claim or the commencement of any bankruptcy case, receivership or insolvency proceeding); (iii) need only state that it is given pursuant to the provisions of this Agreement and that lien enforcement action may be taken by Financing Agent, and need not disclose or describe the action to be taken; (iv) shall be given at least five (5) business days prior to the date on which any enforcement action described above is taken, except that the Financing Agent may give such notice promptly after taking such enforcement action if it in good faith believes that immediate enforcement action is or may be required to protect its interest in the property subject to its liens. The Financing Agent agrees that it shall not exercise any remedies available to it under the applicable security documents or any other remedies otherwise permitted by applicable law with respect to the Term Borrower Collateral (other than the collection of outstanding accounts receivable in the ordinary course of business) during any period commencing on the date of the receipt by the Collateral Agent of a written notice from the Financing Agent pursuant to this Section 3(C) and ending sixty (60) days thereafterhave occurred.

No Exercise of Remedies. (Aa) The Unless and until Senior Lender shall have received indefeasible payment in full in cash of all Senior Indebtedness and the Senior Loan Documents and all Senior Commitments thereunder shall have been terminated pursuant to the respective terms and provisions thereof, except for its receipt of payments expressly permitted under Section 2.3, neither Halifax nor any other Holder shall exercise any right or remedy in respect of all or any part of the Senior Lender Collateral, and Halifax and each Holder agrees not to take or receive from any Credit Party, directly or indirectly, in cash or other Property or by set-off or in any other manner, whether pursuant to any enforcement, collection, execution, levy or foreclosure proceeding or otherwise, all or any part of the Senior Lender Collateral. Without limiting the generality of the foregoing, unless and until Senior Lender shall have received indefeasible payment in full in cash of all Senior Indebtedness and the Senior Loan Documents and all Senior Commitments thereunder shall have been terminated pursuant to the respective terms and provisions thereof (i) neither Halifax nor any other Holder shall exercise or otherwise assert any right or remedy in respect of all or any part of the Senior Lender Collateral Agent agrees thator any Lien thereon; (ii) Halifax shall have no right either to possess any of the Senior Lender Collateral, enforce any security interests in, foreclose, levy or execute upon, or collect or attach any of the Senior Lender Collateral, whether by private or judicial action or otherwise; the sole right of Halifax with respect to the Senior Lender Collateral shall be to hold a Lien thereon to the extent granted pursuant to the Halifax Documents and to receive proceeds thereof remaining after such payment and termination; provided, however, that in the event that the Lien of Senior Lender is deemed unperfected or invalid, Halifax shall be permitted, to the extent of such imperfection or invalidity, to exercise the remedies contained in this clause (ii) so long as any proceeds collected from the exercise of the Financing Agreement Obligations (other than Excess Financing Agreement Obligations) have not been paid in full, it will refrain from exercising any and all remedies available to it under the applicable security documents and any and all remedies otherwise permitted by applicable law with respect to the Financing Agreement Collateral, it being agreed and understood, however, that the Collateral Agent may exercise any and all rights and remedies available to it under the Indenture so long as such remedies do not relate are turned over to the enforcement of the Collateral Agent’s security interest in the Financing Agreement Collateral; provided, that following the 90th day after receipt by Revolving Agent of the notice pursuant to Section 17 by Collateral Agent, the Collateral Agent may (i) enforce its liens with respect to any Term Borrower Collateral until such time as the Revolving Agent is diligently pursuing its rights and remedies with respect to such Term Borrower Collateral and (ii) collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to such Term Borrower Collateral, subject to application of such payments or distributions Senior Lender in accordance with Section 18 6 hereof. This agreement ; and (iii) without the prior written consent of Senior Lender, neither Halifax nor any other Holder shall not restrict the rights of the Trustee, the Noteholders or the Collateral Agent to accelerate the Indenture Obligations and to bring action against the Credit Parties, including the initiation of an Insolvency Proceeding, (but not an action against the Financing Agreement Collateral) to collect such Indenture Obligations after the occurrence and during the continuance of an “Event of Default” (as such term is defined in the Indenture) exercise any right Halifax may have under the Indenture. Notwithstanding the foregoing, the Collateral Agent agrees that it shall not exercise any remedies available to it Halifax Documents or under the applicable security documents UCC or any other remedies otherwise permitted by applicable law with respect to the PP&E Collateral during (a) any Liquidation Period (as defined in Section 19) or (b) any period commencing on the date of the receipt by the Financing Agent of a written notice from the Collateral Agent pursuant to Section 17 and ending ninety (90) days thereafter. In the event of a sale or other disposition of the Financing Agreement Collateral, other than in the ordinary course of business, in conformity with the Loan Documents and to which the Financing Agent has agreed, subject to compliance with the Trust Indenture Act of 1939 (the “TIA”), the Collateral Agent agrees that, notwithstanding any modification of the Indenture Debt Documentation, no default or event of default under the Indenture Debt Documentation will be deemed to exist solely as a result of such sale or other disposition to the extent that the proceeds of such sale are used by the Credit Parties in a manner permitted under Section 4.10 of the Indenture (as in effect on the date hereof). (B) The Collateral Agent will give the Financing Agent notice of its intent to enforce any lien upon the Indenture Collateral or any portion thereof. The notice required by this Section 3(B): (i) shall be required to be given by the Collateral Agent only if it intends to deliver any notices to a Credit Party written notice account debtors informing them of its intent to enforce a lien Halifax's interest in full or partial satisfaction any accounts of any obligation secured thereby, commence legal action against any Credit Party for foreclosure or replevin or other enforcement of a lien; or take possession of or title to, or deliver to any third party possession of or title to, any real or personal property of any Credit Party; (ii) shall not be required in any other instance or as to any other action or event (including, for purposes of illustration and not by way of limitation, any incurrence, payment or acceleration of any of the Indenture Obligations or any amendment or waiver of the terms thereof, any exercise of a right of setoff, any notification to directing such account debtors to make payment directly to the secured party or payments in any other exercise particular manner of collection rights or the institution amounts due in respect of any other legal proceedings, including suit to collect any debt or claim or the commencement of any bankruptcy case, receivership or insolvency proceeding); (iii) need only state that it is given pursuant to the provisions of this Agreement and that lien enforcement action may be taken by Collateral Agent, and need not disclose or describe the action to be taken; (iv) shall be given at least five (5) business days prior to the date on which any enforcement action described above is taken, except that the Collateral Agent may give such notice promptly after taking such enforcement action if it in good faith believes that immediate enforcement action is or may be required to protect its interest in the property subject to its liensaccount. (C) The Financing Agent will give the Collateral Agent notice of its intent to enforce any Lien upon the Term Lender Collateral. The notice required by this Section 3(C): (i) shall be required to be given by the Financing Agent only if it intends to deliver to a Credit Party written notice of its intent to enforce a lien in full or partial satisfaction of any obligation secured thereby, commence legal action against any Credit Party for foreclosure or replevin or other enforcement of a lien; or take possession of or title to, or deliver to any third party possession of or title to, any real or personal property of any Credit Party; (ii) shall not be required in any other instance or as to any other action or event (including, for purposes of illustration and not by way of limitation, any incurrence, payment or acceleration of any of the Financing Agreement Obligations or any amendment or waiver of the terms thereof, any exercise of a right of setoff, any notification to account debtors to make payment directly to the secured party or any other exercise of collection rights or the institution of any other legal proceedings, including suit to collect any debt or claim or the commencement of any bankruptcy case, receivership or insolvency proceeding); (iii) need only state that it is given pursuant to the provisions of this Agreement and that lien enforcement action may be taken by Financing Agent, and need not disclose or describe the action to be taken; (iv) shall be given at least five (5) business days prior to the date on which any enforcement action described above is taken, except that the Financing Agent may give such notice promptly after taking such enforcement action if it in good faith believes that immediate enforcement action is or may be required to protect its interest in the property subject to its liens. The Financing Agent agrees that it shall not exercise any remedies available to it under the applicable security documents or any other remedies otherwise permitted by applicable law with respect to the Term Borrower Collateral (other than the collection of outstanding accounts receivable in the ordinary course of business) during any period commencing on the date of the receipt by the Collateral Agent of a written notice from the Financing Agent pursuant to this Section 3(C) and ending sixty (60) days thereafter.