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).

No Exercise of Remedies. (Aa) The Collateral Unless and until Agent agrees thatand each Senior Bank shall have received indefeasible payment in full in cash of all Senior Indebtedness and the Senior Credit Documents and all Senior Commitments thereunder shall have terminated pursuant to the respective terms and provisions thereof, so long as except for its receipt of payments expressly permitted by SECTION 2.3, neither Halifax nor any other Holder shall exercise any right or remedy in respect of all or any part of the Financing Agreement Obligations (Senior Bank Collateral and Halifax and each Holder agrees not to take or receive from any Credit Party, directly or indirectly, in cash or other than Excess Financing Agreement Obligations) 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 Bank Collateral. Without limiting the generality of the foregoing, unless and until Agent and each Senior Bank shall have not been paid received indefeasible payment in full, it will refrain from exercising any full in cash of all Senior Indebtedness and the Senior Credit Documents and all remedies available Senior Commitments thereunder shall have terminated pursuant to it under the applicable security documents respective terms and provisions thereof, (i) neither Halifax nor any and other Holder shall exercise or otherwise assert any right or remedy in respect of all remedies otherwise permitted by applicable law or any part of the Senior Bank Collateral or any Lien thereon; (ii) the sole right of Halifax with respect to the Financing Agreement Collateral, it being agreed and understood, however, that the Senior Bank Collateral Agent may exercise any and all rights and remedies available shall be to it under the Indenture so long as such remedies do not relate hold a Lien thereon 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 extent granted 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 Halifax Documents and to which receive proceeds thereof remaining after such payment and termination; and (iii) without the Financing Agent has agreedprior written consent of Agent, subject to compliance with the Trust Indenture Act of 1939 (the “TIA”), the Collateral Agent agrees that, notwithstanding neither Halifax nor any modification of the Indenture Debt Documentation, no default or event of default other Holder shall exercise any right Halifax may have under the Indenture Debt Documentation will be deemed to exist solely as a result of such sale Halifax Documents or under the UCC or other disposition applicable law to the extent that the proceeds deliver any notices to account debtors informing them of Halifax's interest in any accounts of any Credit Party or directing such sale are used by the Credit Parties account debtors to make payments in a any particular manner permitted under Section 4.10 of the Indenture (as amounts due in effect on the date hereof)respect of any such account.

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 to deliver any notices to account debtors informing them of Halifax's interest in any accounts of any Credit Party or directing such account debtors to make payments in any particular manner of amounts due in respect to the PP&E Collateral during (a) of 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)account.