Remedies Standstill. (a) The New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral Agent nor any New First Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Documents or applicable law as to any Common Collateral.
(b) Notwithstanding the provisions of Section 2.3(a) or any other provision of this Agreement but subject to the First Lien Intercreditor Agreement, nothing contained herein shall be construed to prevent any Collateral Agent or any Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or New First Lien Obligations owed to it in any Insolvency Proceeding commenced by or against any Grantor, (ii) taking any action (not adverse to the priority status of the Liens of the other Collateral Agent or other Secured Parties on the Common Collateral in which such other Collateral Agent or other Secured Parties has a priority Lien or the rights of the other Collateral Agent or any of the other Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Common Collateral, (iii) filing any necessary or responsiv...
Remedies Standstill. Until the Discharge of Senior Indebtedness shall have occurred, without the prior written consent of the Senior Agent, neither the Noteholder Collateral Agent nor any Noteholder shall, at any time:
(i) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Collateral,
(ii) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise, against any Collateral, or
(iii) possess any Collateral of any Obligor, send any notice to, or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from, any account debtor of any Obligor, exercise of any right under any cash management agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, xxx for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly, against any Collateral; provided that, notwithstanding the fact that the Discharge of Senior Indebtedness has not occurred, if an event of default under the Indenture has occurred and is continuing, the Noteholder Collateral Agent may exercise any of the rights or remedies or take any of the other actions described in clause (i), (ii) or (iii) above with respect to the Collateral after the passage of the applicable Standstill Period (it being understood that if at any time after the delivery of a Standstill Notice that commences a Standstill Period, no event of default under the Indenture is continuing, the Noteholder Collateral Agent may not exercise any of the rights or remedies or take any of the other actions described in clause (i), (ii) or (iii) above until the passage of a new Standstill Period commenced by a new Standstill Notice relative to the occurrence of a new event of default under the Indenture that had not occurred as of the date of the delivery of the earlier Standstill Notice); provided further, however, that in no event shall the Noteholder Collateral Agent or any Noteholder exercise any of the rights or remedies or take any of the other actions described in clause (i), (ii) or (iii) above with respect to the Collateral if, notwithstanding the expiration of the Standstill Period, the Senior Agent or the Senior Lenders shall have commenced prior to the expiration of the Standstill Period (or thereafter but prior...
Remedies Standstill. Each Junior Priority Agent, for and on behalf of itself and the Junior Priority Creditors represented thereby, agrees that, until the Discharge of Senior Priority Obligations, such Junior Priority Agent and such Junior Priority Creditors:
Remedies Standstill. Without the Administrative Agent’s prior written consent, the Noteholder shall not institute judicial or foreclosure proceedings to enforce any Note Obligations and the Noteholder shall not commence or join with any other creditor of the Obligors in commencing any proceeding against the Obligors seeking to effect an involuntary bankruptcy, receivership or similar arrangement until the acceleration of maturity of the Senior Indebtedness.
Remedies Standstill. (a) Subject to Article 6, the Notes Collateral Agent, on behalf of itself and the other Notes Secured Parties, agrees that, until the date upon which the Discharge of Term Loan Obligations shall have occurred, neither the Notes Collateral Agent nor any other Notes Secured Parties will Exercise Any Secured Creditor Remedies with respect to any of the Collateral without the written consent of the Term Loan Collateral Agent, and will not take, receive or accept any Proceeds of Collateral (other than scheduled payments of interest, principal and fees in respect of and any mandatory prepayments of the Notes Obligations, in each case, as and when due under the Notes Documents so long as no Credit Party shall be subject to any Insolvency Proceeding), it being understood and agreed that the temporary deposit of Proceeds of Collateral in a Deposit Account controlled by the Notes Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Term Loan Collateral Agent. From and after the date upon which the Discharge of Term Loan Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Term Loan Collateral Agent), the Notes Collateral Agent and any other Notes Secured Party may Exercise Any Secured Creditor Remedies under the Notes Documents or applicable law as to any Collateral; provided, however, that any Exercise of Any Secured Creditor Remedies with respect to any Collateral by such Notes Collateral Agent is at all times subject to the provisions of this Agreement, including Section 4.1 hereof.
(b) Notwithstanding any other provision of this Agreement, nothing contained herein shall be construed to prevent the Notes Collateral Agent or any Notes Secured Party from objecting to any proposed retention of Collateral by the Term Loan Collateral Agent or any Term Loan Secured Party in full or partial satisfaction of any Term Loan Obligations pursuant to Section 65 of the PPSA (or any successor provision, or the corresponding provision in any other applicable legislation) (or any successor provision).
(c) The Notes Collateral Agent, for itself and on behalf of the other Notes Secured Parties, (i) agrees that neither it nor any such other Notes Secured Party will take any action that would hinder any exercise of remedies undertaken by the Term Loan Collateral Agent or the other Term Loan Secured Parties with respect to the Collateral, including any sale, lease, exchange, transfe...
Remedies Standstill. At any time that a Standstill Period is in effect, Second Lien Agent and Second Lien Lenders shall not, without the prior written consent of First Lien Co-Agent (acting upon the direction of the requisite First Lien Lenders),
Remedies Standstill. Until the Senior Debt has been paid in full, the Junior Lenders shall not, without the prior written consent of the Senior Lender, take any Enforcement Action with respect to the Junior Debt, provided, however, that (i) nothing herein shall prohibit the Junior Lenders from accelerating all or any portion of the Junior Debt in accordance with its terms without the consent of the Senior Lender and (ii) following the expiration of the Standstill Period (as defined below), the Junior Lenders may take an Enforcement Action. All Enforcement Actions taken by the Junior Lenders hereunder shall at all times be and remain subject to the terms of this Agreement and any and all payments and collections received by the Junior Lenders in respect of the Junior Debt pursuant to any Enforcement Action shall be paid over to the Senior Lender for application to the payment in full of the Senior Debt (whether or not then due) in such order and manner as the Senior Lender shall determine until all obligations under the Senior Debt have been paid and discharged in full in cash. Notwithstanding the foregoing, the Junior Lenders may, subject to the terms hereof, without the consent of the Senior Lender, file proofs of claim and vote such claims in any Insolvency Proceeding involving the Company or its assets. For purposes of this Agreement, “Standstill Period” shall mean the period commencing on the date of the occurrence of and Event of Default and ending upon the earliest to occur of (i) the date which is 90 days after the Senior Lender shall have received a written notice from any of the Junior Lenders of such default; and (ii) the date of the commencement of any Bankruptcy Proceeding with respect to any Obligor or its assets.
Remedies Standstill. Each Term Agent, on behalf of itself and the Term Secured Parties represented by such Term Agent, agrees that, from the Amendment and Restatement Date until the date upon which the Discharge of ABL Obligations shall have occurred, no Term Agent nor any Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, and, subject to Section 3.7, will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by any Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are treated in accordance with the provisions of Section 3.7 and Section 4.1(a). From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent) and prior to the date upon which the Discharge of Term Obligations shall have occurred, the Controlling Term Agent on behalf of the Term Secured Parties may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral (other than any ABL Exclusive Collateral); provided, however, that any Exercise of Secured Creditor Remedies with respect to #94592040v2 any Collateral by the Controlling Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement.
Remedies Standstill. At any time that a Standstill Period is in effect, Second Priority Representative shall not, without the prior written consent of First Priority Representative, exercise any remedies other than those specifically listed in Section 3.1. In addition, Second Priority Representative may not take any Enforcement Action so long as First Priority Representative or Second Priority Representative are enjoined from any Exercise of Secured Creditor Remedies, in each case, unless and until the First Priority Obligations Payment Date shall have occurred. After the First Priority Obligations Payment Date, the Second Priority Representative may take any Enforcement Action. Second Priority Representative may not exercise any remedies without first providing First Priority Representative at least five (5) Business Days prior written notice stating its intent to exercise remedies and referring to this Section (a “Notice of Intent to Exercise”), it being understood that if First Priority Representative does not deliver a Standstill Notice to Second Priority Representative by the end of such five (5) Business Day period, Second Priority Representative may proceed with the exercise of the remedies listed in such Notice of Intent to Exercise subject to the other provisions hereof; provided, that Second Priority Representative shall not be required to provide a Notice of Intent to Exercise to First Priority Representative in connection with a permitted Exercise of Secured Creditor Remedies upon termination of a Standstill Period, but shall prior to the First Priority Obligations Payment Date provide a written notice at least two (2) Business Days prior to taking any Enforcement Action not listed in a Notice of Intent to Exercise previously delivered to the First Priority Representative.
Remedies Standstill. The Parent and the Company agree that, notwithstanding the further proviso to Section 7.4 of the Existing Note Agreements, the date of the commencement of any Suspension Period in respect of any Intervening Event of Default shall be deemed to have been June 30, 2001, with the effect that the holders of the Notes, on or after January 2, 2002, shall be entitled to exercise any Remedies in respect of any Intervening Event of Default without being subject to any Suspension Period. The foregoing sentence shall not limit or change any requirement to defer the exercise of Remedies in respect of the first proviso to Section 7.4 or pursuant to Section 6.2, and shall not limit the effect of any other subordination provision of the Note Agreements (including, without limitation, Section 7.3)."
