Common use of Remedies Standstill Clause in Contracts

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 to the commencement of any Exercise of Secured Creditor Remedies by the Noteholder Collateral Agent with respect to all or any material portion of the Collateral) and be diligently pursuing in good faith the Exercise of Secured Creditor Remedies with respect to all or any material portion of the Collateral. Without limiting the generality of the foregoing, subject to the provisos above, until the Discharge of Senior Indebtedness shall have occurred, the sole right of the Noteholder Collateral Agent and the Noteholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Indenture Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Indebtedness shall have occurred.

Remedies Standstill. Until (1) The Trustee shall give written notice to the Discharge Administrative Agent of Senior Indebtedness shall have occurredeach Noteholder Default of which it gives notice to either of the Obligors or which it otherwise asserts against any of the Obligors (each a “Noteholder Default Notice”). For so long as any Lender Obligations remain outstanding and unpaid, neither the Trustee nor the Noteholders shall, for a period of 90 days after the date upon which any Noteholder Default Notice is given (each such 90 day period (as extended pursuant to clause (c) of this Section, a “Standstill Period”), without the Administrative Agent’s prior written consent of consent, given in the Senior Administrative Agent, neither the Noteholder Collateral Agent nor any Noteholder shall, at any time: ’s sole and absolute discretion: (i) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights right of set-off with respect to the Noteholder Obligations with respect to any Assets in its possession or remedies as against any Collateral, control; (ii) commenceexercise any right of possession of any Collateral securing the Noteholder Obligations or attach, prosecuteseize, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise, against any Collateral, or (iii) possess realize upon any Collateral of any Obligor, send any notice to, securing the Noteholder Obligations or otherwise receive enforce any Lien against the Assets or accept authorize or direct any proceeds of the Collateral or seek to obtain payment directly from, any account debtor of any Obligor, exercise of any right trustee 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 deed of set off or recoupment, or otherwise take any action whatsoever, directly or indirectly, against any Collateraltrust to do so; 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 exercise any right under the Code, including, but not limited to, the right of strict foreclosure, but excluding the right of redemption in respect of any Asset. (2) No additional Standstill Period shall commence on the basis of any Noteholder Default which occurs or is asserted during any Standstill Period, provided that (unless the Administrative Agent otherwise consents in writing in its sole discretion), if the Trustee has not accelerated the balance of the Noteholder Obligations within the sixty day period following the end of any Standstill Period, then the Trustee shall be obliged to give a new Noteholder Default Notice to the Administrative Agent and to observe a new Standstill Period with respect to any Noteholder Defaults thereafter asserted. (3) In the event that, during or after any Standstill Period, either (i) a proceeding under the Bankruptcy Code or any similar debtor relief or reorganization law is commenced with respect to any Obligor, or (ii) the maturity of the Lender Obligations is accelerated and the Administrative Agent or the Lenders commence any foreclosure or enforcement proceedings with respect to the Collateral after liens securing the passage of Lender Obligations, then the applicable Standstill Period shall be extended until such time as (it being understood that if at any time after y) the delivery of a Standstill Notice that commences a Lender Obligations are indefeasibly paid in full and in cash, or (z) the Lenders rescind such acceleration. During the Standstill Period, no event of default under the Indenture is continuingas so extended, the Noteholder Collateral Agent may Trustee and the Noteholders shall not without the Administrative Agent’s prior written consent, given in the Administrative Agent’s sole and absolute discretion: (i) exercise any right of set-off with respect to the rights Noteholder Obligations with respect to any Assets in its possession or remedies or take any of the other actions described in clause (i), control; (ii) exercise any right of possession of any Collateral securing the Noteholder Obligations or attach, seize, or realize upon any Collateral securing the Noteholder Obligations or otherwise enforce any Lien against the Assets or authorize or direct any trustee under any deed of trust to do so; 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 exercise any right under the Indenture that had Code, including, but not occurred as limited to, the right of strict foreclosure, but excluding the right of redemption in respect of any Asset. (4) If the Trustee or the Noteholders take any action in violation of this Section 3, (i) the Administrative Agent may intervene in any proceeding seeking to enforce the Liens of the date Noteholders or otherwise seek judicial restraint of the delivery of the earlier Standstill Notice); provided furthersuch action, 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), and (ii) the applicable Obligors may interpose as a defense or (iii) above a dilatory plea the making of this Agreement and the Lenders may intervene and interpose such defense or plea in the names of the applicable Obligors. If the Trustee or the Noteholders, other than in accordance with this Section 3, attempt to enforce any Lien with respect to the Collateral ifNoteholder Obligations, notwithstanding the expiration Lenders or the applicable Obligors may, by virtue of this Agreement, restrain the enforcement thereof in the name of the Standstill PeriodLenders or such Obligors. (5) Each Obligor covenants and agrees to toll, upon the Noteholders’ request, the Senior Agent or the Senior Lenders shall have commenced prior to the expiration statute of the Standstill Period (or thereafter but prior to the commencement of any Exercise of Secured Creditor Remedies by the Noteholder Collateral Agent limitations with respect to all or any material portion of the Collateral) and be diligently pursuing in good faith the Exercise of Secured Creditor Remedies with respect to all or any material portion of the Collateral. Without limiting the generality of the foregoing, subject to the provisos above, until the Discharge of Senior Indebtedness shall have occurred, the sole right of the Noteholder Collateral Agent and action which the Noteholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Indenture Documents might bring but for the period and to the extent granted therein and to receive a share provisions of the Proceeds thereof, if any, after the Discharge of Senior Indebtedness shall have occurredthis Section 3.

Remedies Standstill. Until At any time after the occurrence and during the continuation of an Event of Default under any of the Loan Documents, the Agent may send a Standstill Notice to the Trustee. The Trustee, on behalf of itself and the Noteholders, agrees that from and after the date of the Trustee's receipt of any Standstill Notice, none of the Trustee or any Noteholder will exercise any of its rights or remedies in respect of the collection on, set off against, marshalling of, or foreclosure on the Collateral or any other right relating to any Collateral (including the exercise of any voting rights relating to any Capital Stock constituting Collateral) under the Indenture Loan Documents, applicable law or otherwise as a secured creditor and will not take or receive any Collateral in connection with the exercise of any such right or remedy (including recoupment or set-off), whether under the Indenture Loan Documents, applicable law, in an Insolvency Proceeding or otherwise until the earliest to occur of (a) the Agent, for and on behalf of itself and the Lenders, has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of Senior Indebtedness the Loan Agreement Secured Obligations shall have occurred, without (b) 180 days shall have elapsed from the prior written consent date of the Senior Trustee's receipt of such Standstill Notice, and (c) 190 days shall have elapsed from the date of the Agent's receipt of a Default Notice, neither except, in the Noteholder case of clauses (b) or (c), with respect to any Collateral which the Agent nor any Noteholder shall, at any time: (i) Exercise Any Secured Creditor Remedies or exercise any other enforcement is pursuing its rights or remedies as against any Collateral, (ii) commencea secured creditor to effect the collection, prosecuteforeclosure, sale, or participate in any lawsuit, action, other realization upon or proceeding, whether private, judicial, equitable, administrative or otherwise, against any Collateral, or (iii) possess any Collateral disposition 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 Collateralsuch 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, howeverprovided, that in no event shall the Noteholder Collateral Agent or any Noteholder Trustee be entitled to exercise any of the its rights or remedies or take any in respect of the other actions described in clause Collateral under the Indenture Loan Documents until the date that is 10 days after the date when Agent has received a Default Notice (as defined below). From and after the earlier to occur of (i)) the Trustee's receipt of such waiver or cure notice, (ii) or the elapsing of such 180-day period after receipt of a Standstill Notice, and (iii) above the elapsing of such 190-day period after receipt of a Default Notice, any of the Trustee or any Noteholder may commence to exercise any of its rights and remedies as a secured creditor under the Indenture Loan Documents, applicable law or otherwise (subject to the provisions of this Agreement, including Section 4.02 hereof and except with respect to any such Collateral as to which the Agent is effecting the collection, foreclosure, sale or other realization upon or disposition of). For the avoidance of doubt, provided that the Agent has not sent a Standstill Notice to the Trustee, the Trustee may exercise its rights or remedies in respect of the Collateral if, notwithstanding under the expiration of Indenture Loan Documents after the Standstill Period, date that is 10 days after the Senior date when Agent or the Senior Lenders shall have commenced prior to the expiration of the Standstill Period receives a Default Notice (or thereafter but prior to the commencement of any Exercise of Secured Creditor Remedies by the Noteholder Collateral Agent with respect to all or any material portion of the Collateral) and be diligently pursuing in good faith the Exercise of Secured Creditor Remedies with respect to all or any material portion of the Collateral. Without limiting the generality of the foregoingas defined below), subject to the provisos aboveprovisions of the second sentence of this Section 2.03. The Agent may only send four Standstill Notices following the date hereof (it being understood and agreed as clarification to the foregoing that no more than four Standstill Notices may be provided whether delivered hereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant to Section 7.16), until and no more than one Standstill Notice may be given by the Discharge Agent in any consecutive 365-day period (or 366-day period, as applicable). The time period during which the Trustee is not permitted to exercise rights or remedies under this section is referred to herein as the "Standstill Period". If other than during any Standstill Period an Event of Senior Indebtedness shall have occurredDefault has occurred and is continuing under an Indenture Loan Document, and the Trustee intends to immediately exercise its rights or remedies under the Indenture Loan Documents, the sole right of the Noteholder Collateral Agent and the Noteholders with respect Trustee may send written notice thereof (a "Default Notice") to the Collateral is to hold a Lien on the Collateral pursuant to the Indenture Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Indebtedness shall have occurredAgent.

Remedies Standstill. Until the Discharge of Senior Indebtedness At any time that a Standstill Period is in effect, Junior Agent shall have occurrednot, 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, (ii1) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise, otherwise (including any bankruptcy case against any CollateralObligor or any Obligor’s assets) to the extent that any such action could reasonably be expected, orin any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by Senior Agent or Senior Lenders; provided that (A) to the extent that commencing, prosecuting, or participating in any such lawsuit, action, or proceeding could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by Senior Agent or Senior Lenders and Junior Agent does, in fact, commence, prosecute, or participate in any such lawsuit, action, or proceeding, then Junior Agent shall give Senior Agent prompt written notice of any such action, and (B) as more fully set forth in Section 5 hereof, Junior Agent and the Junior Lenders may file a proof of claim in any Insolvency Proceeding involving any Obligor, (iii2) possess any Collateral of any Obligor, Exercise Any Secured Creditor Remedies, (3) send any notice to, to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from, 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 injunctioninjunction to enjoin any Exercise of Secured Creditor Remedies by Senior Agent, 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, recoupment as against any Collateral; provided thatObligor, notwithstanding the fact that the Discharge of Senior Indebtedness has not occurredor (4) commence or cause to be commenced or join with any creditor in commencing any Insolvency Proceeding. Notwithstanding any other provision hereof, if an event of default under the Indenture has occurred and is continuing, the Noteholder Collateral (i) Junior Agent may exercise not Exercise Any Secured Creditor Remedies with respect to any of the rights or remedies or take any of the other actions described in clause Collateral so long as (i), (iiA) 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 at such time has commenced prior to the expiration of the Standstill Period (or thereafter but prior to the commencement of any Exercise of Secured Creditor Remedies by the Noteholder Collateral Agent with respect to all or any material portion of the Collateral) and be diligently is pursuing in good faith the any Exercise of Secured Creditor Remedies with respect to all or any a material portion of the Collateral. Without limiting Collateral or (B) Senior Agent and Junior Agent are enjoined from the generality Exercise of the foregoingSecured Creditor Remedies, subject to the provisos abovein each case, unless and until the Discharge of Senior Indebtedness shall have occurred, the sole right of the Noteholder Collateral Agent and the Noteholders (with respect to the Collateral is principal amount thereof, up to hold the Maximum Priority Senior Loan Amount) shall have occurred; and (ii) Junior Agent may not exercise any of the remedies described in clauses (1) through (4) above without first providing Senior Agent at least 10 days prior written notice in the form of a Lien on Notice of Intent to Exercise (it being understood that if Senior Agent does not deliver a Standstill Notice to Junior Agent by the end of such 10 day period, Junior Agent may proceed with the exercise of such remedies, and if Junior Agent elects to exercise such remedies, Senior Agent may not Exercise Any Secured Creditor Remedies with respect to any of the Collateral pursuant so long as Junior Agent at such time has commenced and diligently is pursuing in good faith any Exercise of Secured Creditor Remedies with respect to the Indenture Documents for the period and to the extent granted therein and to receive all or a share material portion of the Proceeds thereofCollateral, if any, after unless and until the Discharge of Senior Junior Indebtedness shall have occurred); provided, that Junior Agent shall not be required to provide a Notice of Intent to Exercise to Senior Agent in connection with a permitted Exercise of Secured Creditor Remedies upon the termination of any Standstill Period.

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 At any time after the delivery occurrence and during the continuation of an Event of Default under any of the Loan Documents, the Agent may send 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 to the commencement of any Exercise of Secured Creditor Remedies by the Noteholder Collateral Agent with respect to all the Lender Priority Collateral or any material portion of the Collateral) and be diligently pursuing in good faith Collateral Agent may send a Standstill Notice to the Exercise of Secured Creditor Remedies Agent with respect to all the Indenture Priority Collateral. (a) The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that from and after the date of its receipt of any Standstill Notice, none of the Collateral Agent, the Trustee, or any material portion Noteholder will exercise any of its rights or remedies in respect of the collection on, set off against, marshalling of, or foreclosure on the Lender Priority Collateral or any other right relating to any Lender Priority Collateral (including the exercise of any voting rights relating to any Capital Stock constituting Collateral. Without limiting ) under the generality Loan Documents, applicable law or otherwise as a secured creditor and will not take or receive any Lender Priority Collateral in connection with the exercise of any such right or remedy (including recoupment or set-off), whether under the Indenture Loan Documents, applicable law, in an Insolvency Proceeding or otherwise unless and until (a) the Agent has expressly waived or acknowledged the cure of the foregoing, subject to the provisos above, until applicable Event of Default in writing or the Discharge of Senior Indebtedness the Loan Agreement Secured Obligations shall have occurred, or (b) 90 days shall have elapsed from the sole right date of the Collateral Agent’s receipt of such Standstill Notice, except with respect to any Lender Priority Collateral which the Agent is pursuing its rights or remedies as a secured creditor to effect the collection, foreclosure, sale, or other realization upon or disposition of such Lender Priority Collateral. From and after the earlier to occur of (i) the Collateral Agent’s receipt of such waiver or cure notice, or (ii) the elapsing of such 90 day period, any of the Collateral Agent, the Trustee, or any Noteholder may commence to exercise any of its rights and remedies as a secured creditor under the Loan Documents, applicable law or otherwise (subject to the provisions of this Agreement, including Section 4.02 hereof and except with respect to any Lender Priority Collateral as to which the Agent or any Lender is effecting the collection, foreclosure, sale or other realization upon or disposition of). So long as the Agent has not sent a Standstill Notice to the Collateral Agent, the Collateral Agent may exercise its rights or remedies in respect of the Lender Priority Collateral under the Loan Documents after the 10th Business Day following receipt by the Agent of a Notice of Intent to Exercise (as defined below). The Agent may only send 3 Standstill Notices following the date hereof (it being understood and agreed as clarification to the foregoing that no more than 3 Standstill Notices may be provided whether delivered hereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant to Section 7.16) and no Event of Default may serve as the basis for any subsequent Standstill Notice unless 90 consecutive days shall have elapsed from the date that such Event of Default was cured or waived by the Agent, and no more than one Standstill Notice may be given by the Agent in any consecutive 365-day period. (b) The Agent, on behalf of itself and the Noteholders Lenders, agrees that from and after the date of its receipt of any Standstill Notice, neither the Agent nor any Lender will exercise any of its rights or remedies in respect of the collection on, set off against, marshalling of, or foreclosure on the Indenture Priority Collateral or any other right relating to any Indenture Priority Collateral under the Loan Documents, applicable law or otherwise as a secured creditor and will not take or receive any Indenture Priority Collateral in connection with the exercise of any such right or remedy (including recoupment or set-off), whether under the Loan Documents, applicable law, in an Insolvency Proceeding or otherwise unless and until (a) the Collateral Agent has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Indenture Secured Obligations shall have been paid in full in cash, or (b) 90 days shall have elapsed from the date of the Agent’s receipt of such Standstill Notice, except with respect to any Indenture Priority Collateral which the Collateral Agent is pursuing its rights or remedies as a secured creditor to effect the collection, foreclosure, sale, or other realization upon or disposition of such Indenture Priority Collateral. From and after the earlier to occur of (i) the Agent’s receipt of such waiver or cure notice, or (ii) the elapsing of such 90 day period, the Agent or any Lender may commence to exercise any of its rights and remedies as a secured creditor under the Loan Documents, applicable law or otherwise (subject to the provisions of this Agreement, including Section 4.02 hereof and except with respect to any Indenture Priority Collateral as to which the Collateral Agent, the Trustee or any Noteholder is effecting the collection, foreclosure, sale or other realization upon or disposition of). So long as the Collateral Agent has not sent a Standstill Notice to the Agent, the Agent may exercise its rights or remedies in respect of the Indenture Priority Collateral under the Loan Documents after the 10th Business Day following receipt by the Collateral Agent of a Notice of Intent to Exercise (as defined below). The Collateral Agent may only send 3 Standstill Notices following the date hereof (it being understood and agreed as clarification to the foregoing that no more than 3 Standstill Notices may be provided whether delivered hereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant to Section 7.16) and no Event of Default may serve as the basis for any subsequent Standstill Notice unless 90 consecutive days shall have elapsed from the date that such Event of Default was cured or waived by the Collateral Agent , and no more than one Standstill Notice may be given by the Collateral Agent in any consecutive 365-day period. (c) The time period during which the Collateral Agent with respect to the Lender Priority Collateral is to hold a Lien on or the Collateral pursuant Agent with respect to the Indenture Documents for Priority Collateral is not permitted to exercise rights or remedies under this Section 2.03 is referred to herein as the period “Standstill Period.” If at any time other than during any Standstill Period an “Event of Default” (as defined in the Indenture or the Loan Agreement as applicable) has occurred and is continuing under the Loan Documents, and the Collateral Agent with respect to the extent granted therein Lender Priority Collateral or the Agent with respect to the Indenture Priority Collateral intends to exercise its rights or remedies under the Loan Documents, the Collateral Agent with respect to the Lender Priority Collateral or the Agent with respect to the Indenture Priority Collateral may do so only after sending a written notice (“Notice of Intent to Exercise”) no less than 10 Business Days and no more than 20 Business Days prior to receive a share the exercise of any such rights or remedies to the Proceeds thereof, if any, after the Discharge of Senior Indebtedness shall have occurredAgent.

Remedies Standstill. Until At any time after the occurrence and during the continuation of an Event of Default under any of the Loan Documents, the Agent may send a Standstill Notice to the Trustee. The Trustee, on behalf of itself and the Noteholders, agrees that from and after the date of the Trustee’s receipt of any Standstill Notice, none of the Trustee or any Noteholder will exercise any of its rights or remedies in respect of the collection on, set off against, marshalling of, or foreclosure on the Collateral or any other right relating to any Collateral (including the exercise of any voting rights relating to any Capital Stock constituting Collateral) under the Indenture Loan Documents, applicable law or otherwise as a secured creditor and will not take or receive any Collateral in connection with the exercise of any such right or remedy (including recoupment or set-off), whether under the Indenture Loan Documents, applicable law, in an Insolvency Proceeding or otherwise until the earliest to occur of (a) the Agent, for and on behalf of itself and the Lenders, has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of Senior Indebtedness the Loan Agreement Secured Obligations shall have occurred, without (b) 180 days shall have elapsed from the prior written consent date of the Senior Trustee’s receipt of such Standstill Notice, and (c) 190 days shall have elapsed from the date of the Agent’s receipt of a Default Notice, neither except, in the Noteholder case of clauses (b) or (c), with respect to any Collateral which the Agent nor any Noteholder shall, at any time: (i) Exercise Any Secured Creditor Remedies or exercise any other enforcement is pursuing its rights or remedies as against any Collateral, (ii) commencea secured creditor to effect the collection, prosecuteforeclosure, sale, or participate in any lawsuit, action, other realization upon or proceeding, whether private, judicial, equitable, administrative disposition of such collateral or otherwise, is diligently attempting to vacate a stay or other probation 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 Collateralsuch pursuit; 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, howeverprovided, that in no event shall the Noteholder Collateral Agent or any Noteholder Trustee be entitled to exercise any of the its rights or remedies or take any in respect of the other actions described in clause Collateral under the Indenture Loan Documents until the date that is 10 days after the date when Agent has received a Default Notice (as defined below). From and after the earlier to occur of (i)) the Trustee’s receipt of such waiver or cure notice, (ii) or the elapsing of such 180-day period after receipt of a Standstill Notice, and (iii) above the elapsing of such 190-day period after receipt of a Default Notice, any of the Trustee or any Noteholder may commence to exercise any of its rights and remedies as a secured creditor under the Indenture Loan Documents, applicable law or otherwise (subject to the provisions of this Agreement, including Section 4.02 hereof and except with respect to any such Collateral as to which the Agent is effecting the collection, foreclosure, sale or other realization upon or disposition of, or is diligently attempting to vacate a stay or other probation against such realization or disposition). For the avoidance of doubt, provided that the Agent has not sent a Standstill Notice to the Trustee, the Trustee may exercise its rights or remedies in respect of the Collateral if, notwithstanding under the expiration of Indenture Loan Documents after the Standstill Period, date that is 10 days after the Senior date when Agent or the Senior Lenders shall have commenced prior to the expiration of the Standstill Period receives a Default Notice (or thereafter but prior to the commencement of any Exercise of Secured Creditor Remedies by the Noteholder Collateral Agent with respect to all or any material portion of the Collateral) and be diligently pursuing in good faith the Exercise of Secured Creditor Remedies with respect to all or any material portion of the Collateral. Without limiting the generality of the foregoingas defined below), subject to the provisos aboveprovisions of the second sentence of this Section 2.03. The Agent may only send four Standstill Notices following the date hereof (it being understood and agreed as clarification to the foregoing that no more than four Standstill Notices may be provided whether delivered hereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant to Section 7.16), until and no more than one Standstill Notice may be given by the Discharge Agent in any consecutive 365-day period (or 366-day period, as applicable). The time period during which the Trustee is not permitted to exercise rights or remedies under this section is referred to herein as the “Standstill Period”. If other than during any Standstill Period an Event of Senior Indebtedness shall have occurredDefault has occurred and is continuing under an Indenture Loan Document, and the Trustee intends to immediately exercise its rights or remedies under the Indenture Loan Documents, the sole right of the Noteholder Collateral Agent and the Noteholders with respect Trustee may send written notice thereof (a “Default Notice”) to the Collateral is to hold a Lien on the Collateral pursuant to the Indenture Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Indebtedness shall have occurredAgent.

Remedies Standstill. Until At any time after the occurrence and during the continuation of an Event of Default under any of the Loan Documents, the Agent may send a Standstill Notice to the Collateral Agent. The Collateral Agent, on behalf of itself, the Trustee, and the Noteholders, agrees that from and after the date of its receipt of any Standstill Notice, none of the Collateral Agent, the Trustee, or any Noteholder will exercise any of its rights or remedies in respect of the collection on, set off against, marshalling of, or foreclosure on the Collateral or any other right relating to any Collateral (including the exercise of any voting rights relating to any Capital Stock constituting Collateral) under the Indenture Loan Documents, applicable law or otherwise as a secured creditor and will not take or receive any Collateral in connection with the exercise of any such right or remedy (including recoupment or set-off), whether under the Indenture Loan Documents, applicable law, in an Insolvency Proceeding or otherwise unless and until (a) the Agent has expressly waived or acknowledged the cure of the applicable Event of Default in writing or the Discharge of Senior Indebtedness the Loan Agreement Priority Obligations shall have occurred, without or (b) 120 days shall have elapsed from the prior written consent date of the Senior Collateral Agent’s receipt of such Standstill Notice, neither except with respect to any Collateral which the Noteholder Collateral Agent nor any Noteholder shall, at any time: (i) Exercise Any Secured Creditor Remedies or exercise any other enforcement is pursuing its rights or remedies as against any Collateral, a secured creditor to effect the collection, foreclosure, sale, or other realization upon or disposition of such collateral. From and after the earlier to occur of (i) the Collateral Agent’s receipt of such waiver or cure notice, or (ii) commencethe elapsing of such 120th day period, 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 fromAgent, any account debtor of any Obligorthe Trustee, 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, Noteholder may commence to exercise any of its 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 and remedies as a secured creditor under the Indenture Loan Documents, applicable law or otherwise (subject to the provisions of this Agreement, including Section 4.02 hereof and except with respect to any such Collateral as to which the Lender is effecting the collection, foreclosure, sale or other realization upon or disposition of). So long as the Agent has not sent a Standstill Notice to the Collateral Agent, the Collateral Agent may exercise its rights or remedies in respect of the Collateral under the Indenture Loan Documents after the 10th Business Day following receipt by the Agent of a Notice of Intent to Exercise (as defined below). The Agent may only send 3 Standstill Notices following the date hereof (it being understood and agreed as clarification to the foregoing that no more than 3 Standstill Notices may be provided whether delivered hereunder or under any corresponding provision of any other agreement similar hereto that may be delivered pursuant to Section 7.16) and no Event of Default may serve as the basis for any subsequent Standstill Notice unless 120 consecutive days shall have elapsed from the date that such event of Default was cured or waived by the Agent , and no more than one Standstill Notice may be given by the Agent in any consecutive 365-day period. The time period during which the Collateral Agent is not permitted to exercise rights or remedies under this section is referred to herein as the “Standstill Period.” If at any time other than during any Standstill Period an “Event of Default” (as defined in the Indenture) has occurred and is continuingcontinuing under the Indenture Loan Documents, and the Collateral Agent intends to exercise its rights or remedies under the Indenture Loan Documents, the Noteholder Collateral Agent may do so only after sending a written notice (“Notice of Intent to Exercise”) no less than 10 Business Days and no more than 20 Business Days prior to the exercise of any of the such 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 to the commencement of any Exercise of Secured Creditor Remedies by the Noteholder Collateral Agent with respect to all or any material portion of the Collateral) and be diligently pursuing in good faith the Exercise of Secured Creditor Remedies with respect to all or any material portion of the Collateral. Without limiting the generality of the foregoing, subject to the provisos above, until the Discharge of Senior Indebtedness shall have occurred, the sole right of the Noteholder Collateral Agent and the Noteholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Indenture Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Indebtedness shall have occurredAgent.

Remedies Standstill. Until the Discharge expiration of the Standstill Period, and so long as Senior Indebtedness Lender shall not have occurredcommenced the Exercise of Any Secured Creditor Remedies with respect to all or any material portion of the Collateral and be diligently pursuing the same (unless such pursuit is then stayed or prohibited for reasons beyond the control of the Senior Lender (e.g., due to a court order or injunction)), no Subordinated Creditor shall, without the prior written consent of the Senior AgentLender, neither the Noteholder Collateral Agent nor any Noteholder shall, at any timeand except upon no less than five (5) business days’ prior written notice to Senior Lender: (i) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Collateral, (ii1) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwiseotherwise (including, without limitation, any Insolvency Proceeding against any CollateralObligor or any Obligor’s assets), orprovided that, as more fully set forth in Section 4 hereof, Subordinated Agent may file a proof of claim in any Insolvency Proceeding involving any Obligor, which proof of claim shall indicate the Subordinated Creditors’ subordination hereunder, (iii2) except as set forth in Section 3.a(l) of this Agreement, Exercise Any Secured Creditor Remedies or otherwise demand, take, receive or accept any payment on the Subordinated Indebtedness from any Obligor or exercise any rights or remedies as against any Obligor’s assets, (3) possess any Collateral assets of any Obligor, send any notice to, to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from, 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 recoupmentrecoupment as against any Obligor, or otherwise take any action whatsoever, directly or indirectly, against indirectly to collect any Collateral; provided that, notwithstanding amounts on the fact that the Discharge of Senior Subordinated Indebtedness has not occurred, if an event of default under the Indenture has occurred and is continuing, the Noteholder Collateral Agent may exercise from any Obligor or any of the rights its assets, or (4) commence or remedies cause to be commenced or take join with any of the creditor (other actions described than Senior Lender) 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 commencing 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 to the commencement of any Exercise of Secured Creditor Remedies by the Noteholder Collateral Agent with respect to all or any material portion of the Collateral) and be diligently pursuing in good faith the Exercise of Secured Creditor Remedies with respect to all or any material portion of the Collateral. Without limiting the generality of the foregoing, subject to the provisos above, until the Discharge of Senior Indebtedness shall have occurred, the sole right of the Noteholder Collateral Agent and the Noteholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Indenture Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Indebtedness shall have occurredInsolvency Proceeding.

Remedies Standstill. Until (1) So long as the Discharge of the Senior Indebtedness has not occurred, whether or not any Insolvency Proceeding has been commenced, the Senior Collateral Agent and the other Senior Secured Parties shall have occurredthe exclusive right to the Exercise of Secured Creditor Remedies and to otherwise enforce rights and remedies with respect to the Collateral, in each case, without consultation with or the consent of any Existing Secured Party and no Existing Secured Party shall at any time, without the prior written consent of Senior Collateral Agent: (A) accelerate, demand or otherwise make due and payable prior to the Senior Agent, neither original due date thereof any portion of the Noteholder Collateral Agent nor any Noteholder shall, at any time: Existing Indebtedness; (i) Exercise Any Secured Creditor Remedies or exercise any other enforcement rights or remedies as against any Collateral, (iiB) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwiseotherwise (including any bankruptcy case against the Obligor or the Obligor’s assets); provided that, as more fully set forth in Section 5 hereof, an Existing Secured Party may (1) vote, file a proof of claim (such proof of claim to indicate the subordination set forth herein), (2) otherwise act with respect to the Existing Indebtedness in any Insolvency Proceeding involving the Obligor, (3) correct any mistake or ambiguity in any Existing Document, and (4) remedy or cure any defect in or lapse of perfection of the Lien of such Existing Secured Party with respect to the Existing Indebtedness in the Collateral; (C) Exercise Any Secured Creditor Remedies or exercise any rights or remedies as against any Collateral, or the Obligor’s assets; (iiiD) possess any Collateral assets of any the Obligor, send any notice to, to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from, from any account debtor of any the Obligor, exercise of any right under any cash management agreement, landlord waiver or bailee’s letter or similar agreement or arrangement, xxx sxx for an attachment, an injunction, a keeper, a receiver or any other similar legal or equitable remedy, exercise any rights of set off or recoupmentrecoupment as against the Obligor, or otherwise take any action whatsoever, directly or indirectly, against indirectly to collect any Collateral; provided that, notwithstanding amounts on account of the fact that Existing Indebtedness from 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 Obligor or any of the rights or remedies or take any of the other actions described in clause (i), (ii) its assets; or (iiiE) above commence or cause to be commenced or join with respect to any creditor in commencing any Insolvency Proceeding against 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 PeriodObligor. Except as set forth in Section 5 hereof, 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 to the commencement of any Exercise of Secured Creditor Remedies by the Noteholder Collateral Agent with respect to all or any material portion of the Collateral) unless and be diligently pursuing in good faith the Exercise of Secured Creditor Remedies with respect to all or any material portion of the Collateral. Without limiting the generality of the foregoing, subject to the provisos above, until the Discharge of the Senior Indebtedness shall have has occurred, the sole right of the Noteholder Collateral Agent and the Noteholders Existing Secured parties with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Indenture Documents for the period and to the extent granted therein and shall be to receive a share the Proceeds of the Proceeds thereofCollateral, if any, after in accordance with the Discharge priority set forth in Section 7 hereof. (2) Notwithstanding anything to the contrary contained herein, no Existing Secured Party shall be prohibited at any time, whether upon the occurrence of Senior Indebtedness an Event of Default or otherwise, from delivering any notice of default to the Obligor, and the existence of any such Event of Default shall have occurrednot prevent, axxxx or delay the running of any applicable cure period under the Existing Documents following any Event of Default or notice of default thereunder.

Remedies Standstill. Until the Discharge of Senior Indebtedness At any time that a Standstill Period is in effect, Second Lien Agent and Second Lien Lenders shall have occurrednot, without the prior written consent of First Lien Co-Agent (acting upon the Senior Agent, neither direction of 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 Collateralrequisite First Lien Lenders), (ii1) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise, otherwise (including any bankruptcy case against any CollateralObligor or any Obligor's assets) to the extent that any such action could reasonably be expected, orin any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by First Lien Co-Agent, First Lien Agent or First Lien Lenders; provided that (A) to the extent that commencing, prosecuting, or participating in any such lawsuit, action, or proceeding could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by First Lien Co-Agent, First Lien Agent or First Lien Lenders and Second Lien Agent does, in fact, commence, prosecute, or participate in any such lawsuit, action, or proceeding, then Second Lien Agent shall give First Lien Co-Agent and First Lien Agent prompt written notice of any such action, and (B) as more fully set forth in Section 5, Second Lien Agent and the Second Lien Lenders may file a proof of claim (such proof of claim to indicate the subordination set forth herein) in any Insolvency Proceeding involving any Obligor, (iii2) possess any Collateral of any Obligor, Exercise Any Secured Creditor Remedies, (3) send any notice to, to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from, 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 injunctioninjunction to enjoin any Exercise of Secured Creditor Remedies by First Lien Co-Agent, First Lien Agent or First Lien Lenders, 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, recoupment as against any Collateral; provided thatObligor, 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 or (4) commence or cause to be commenced or join with any of the rights or remedies or take creditor in commencing 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 Insolvency Proceeding against 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 Obligor 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 to the commencement of any Exercise of Secured Creditor Remedies by the Noteholder Collateral Agent with respect to all or any material portion of the Collateral) and be diligently pursuing in good faith the Exercise of Secured Creditor Remedies with respect to all or any material portion of the Collateral. Without limiting the generality of the foregoing, subject to the provisos above, until the Discharge of Senior Indebtedness shall have occurred, the sole right of the Noteholder Collateral Agent and the Noteholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Indenture Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Indebtedness shall have occurredObligor's assets.

Remedies Standstill. Until the Discharge of Senior Indebtedness At any time that a Standstill Period is in effect, Junior Lien Agent and Junior Lien Lenders shall have occurrednot, without the prior written consent of the Senior Agent, neither Lien Agent (acting upon 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 Collateraldirection of the requisite Senior Lien Lenders), (ii1) commence, prosecute, or participate in any lawsuit, action, or proceeding, whether private, judicial, equitable, administrative or otherwise, otherwise (including any Insolvency Proceeding against any CollateralObligor or any Obligor’s assets) to the extent that any such action could reasonably be expected, orin any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by Senior Lien Agent or Senior Lien Lenders; provided that (A) to the extent that commencing, prosecuting, or participating in any such lawsuit, action, or proceeding could not reasonably be expected, in any material respect, to restrain, hinder, limit, delay for any material period or otherwise interfere with the Exercise of Secured Creditor Remedies by Senior Lien Agent or Senior Lien Lenders and Junior Lien Agent does, in fact, commence, prosecute, or participate in any such lawsuit, action, or proceeding, then Junior Lien Agent shall give Senior Lien Agent prompt written notice of any such action, and (B) as more fully set forth in Section 5, Junior Lien Agent and the Junior Lien Lenders may file, prosecute and defend a proof of claim (such proof of claim to indicate the subordination set forth herein) in any Insolvency Proceeding involving any Obligor, (iii2) possess any Collateral of any Obligor, Exercise Any Secured Creditor Remedies, (3) send any notice to, to or otherwise receive or accept any proceeds of the Collateral or seek to obtain payment directly from, 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 sxx for an attachment, an injunctioninjunction to enjoin any Exercise of Secured Creditor Remedies by Senior Lien Agent or Senior Lien Lenders, 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, recoupment as against any Collateral; provided thatObligor, notwithstanding the fact that or (4) commence or cause to be commenced or join with any creditor in commencing any Insolvency Proceeding against any Obligor or any Obligor’s assets. Notwithstanding any other provision hereof, (i) Junior Lien Agent and Junior Lien Lenders may not Exercise Any Secured Creditor Remedies with respect to any Payment Collateral at any time unless and until the Discharge of Senior Lien Indebtedness has not shall have 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 Junior Lien Agent may not exercise any of the rights or remedies or take any of the other actions described in clauses (1) through (4) above (other than filing, prosecuting or defending a proof of claim permitted under such clause (i4), ) so long as (iiA) or (iii) above until the passage of a new Standstill Period Senior Lien Agent at such time has 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 to the commencement of any Exercise of Secured Creditor Remedies by the Noteholder Collateral Agent with respect to all or any material portion of the Collateral) and be diligently is pursuing in good faith the any Exercise of Secured Creditor Remedies with respect to all or a material portion of the Collateral or (B) Senior Lien Agent and Junior Lien Agent are enjoined from the Exercise of Secured Creditor Remedies, in each case, unless and until the Discharge of Senior Lien Indebtedness shall have occurred; and (iii) Junior Lien Agent may not exercise any of the remedies described in clauses (1) through (4) above without first providing Senior Lien Agent at least 10 days prior written notice in the form of a Notice of Intent to Exercise (it being understood that (x) notwithstanding anything to the contrary contained herein, such Notice of Intent to Exercise may only be delivered by Junior Lien Agent if there is an Event of Default under Section 9.1(a), Section 9.1(c) (solely with respect to a default under Section 7.23 of the Junior Lien Credit Agreement), or Section 9.1(d) (solely with respect to a default in the payment when due of interest or principal on the Senior Notes under the Indentures) of the Junior Lien Credit Agreement; and (y) if Senior Lien Agent does not deliver a Standstill Notice to Junior Lien Agent by the end of such 10 day period, Junior Lien Agent may proceed with the exercise of such remedies, and if Junior Lien Agent elects to exercise such remedies, Senior Lien Agent may not exercise any of the remedies of the type described in clauses (1) through (4) above so long as Junior Lien Agent at such time has commenced and diligently is pursuing in good faith any Exercise of Secured Creditor Remedies with respect to all or a material portion of the Collateral. Without limiting the generality of the foregoing, subject to the provisos above, unless and until the Discharge of Senior Junior Lien Indebtedness shall have occurred); provided, that Junior Lien Agent shall not be required to provide a Notice of Intent to Exercise to Senior Lien Agent in connection with a permitted Exercise of Secured Creditor Remedies upon the sole right termination of the Noteholder Collateral Agent and the Noteholders with respect to the Collateral is to hold a Lien on the Collateral pursuant to the Indenture Documents for the period and to the extent granted therein and to receive a share of the Proceeds thereof, if any, after the Discharge of Senior Indebtedness shall have occurredany Standstill Period.