Common use of Remedies Standstill Clause in Contracts

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, transfer or other disposition of Collateral, whether by foreclosure or otherwise, and (ii) hereby, subject to Section 2.4(a), waives any and all rights it or any such other Notes Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Term Loan Collateral Agent or the other Term Loan Secured Parties seek to enforce or collect the Term Loan Obligations or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of the Term Loan Collateral Agent or other Term Loan Secured Parties is adverse to the interests of the Notes Secured Parties. (d) The Notes Collateral Agent, for itself and on behalf of the other Notes Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Notes Document shall be deemed to restrict in any way the rights and remedies of the Term Loan Collateral Agent (including the right to credit bid at any sale of the Collateral, including any sale in an Insolvency Proceeding) or any of the other Term Loan Secured Parties with respect to the Collateral as set forth in this Agreement and the Term Loan Documents. (e) Subject to Article 6, the Notes Collateral Agent, for itself and on behalf of the other Notes Secured Parties, agrees that, unless and until the Discharge of Term Loan Obligations has occurred, it will not commence, or join with any Person (other than the Term Loan Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Collateral; provided, that nothing contained herein shall be construed to prevent the Notes Collateral Agent or any Notes Secured Party from (i) taking any action (not adverse to the priority status of the Liens of the Term Loan Collateral Agent or the other Term Loan Secured Parties on the Collateral or the rights of the Term Loan Collateral Agent or any of the other Term Loan Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Collateral or (ii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of the Notes Collateral Agent or any other Notes Secured Party. (f) Notwithstanding the foregoing, the Notes Collateral Agent may exercise its rights and remedies with respect to the Collateral under the Notes Collateral Documents or applicable law after the passage of a period of 180 days (the “Standstill Period”) from the date of delivery of a notice in writing to the Term Loan Collateral Agent of its intention to exercise such rights and remedies, which notice may only be delivered following the occurrence of and during the continuation of an Event of Default under the Indenture; provided, however, that notwithstanding the foregoing, in no event shall the Notes Collateral Agent exercise or continue to exercise any such rights or remedies if, notwithstanding the expiration of the Standstill Period, (i) any Term Loan Secured Party shall have commenced and be diligently pursuing the exercise of any of its rights and remedies with respect to any of the Collateral (prompt notice of such exercise to be given to the Notes Collateral Agent) or (ii) an Insolvency Proceeding in respect of any Credit Party shall have been commenced; provided, further, that in any Insolvency Proceeding commenced by or against any Credit Party, the Notes Collateral Agent and the Notes Secured Parties may take any action expressly permitted by Article 6.

Remedies Standstill. (a) Subject to Article 6, the Notes Collateral The [Term Loan] Agent, on behalf of itself and the other Notes [Term Loan] Secured Parties, agrees that, until the date upon which the Discharge of Term Loan Obligations shall have occurredABL Obligations, neither the Notes [Term Loan] Agent (including in its capacity as [Term Loan] Collateral Agent Representative, as applicable) nor any other Notes [Term Loan] Secured Parties Party will, or will seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any of the ABL Priority Collateral without the written consent of the Term Loan Collateral Agent, ABL Agent and will not knowingly 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)ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Notes Collateral [Term Loan] Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Term Loan ABL Collateral AgentRepresentative. From and after the date upon which the Discharge of Term Loan ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Term Loan Collateral ABL Agent), the Notes Collateral [Term Loan] Agent and or any other Notes [Term Loan] Secured Party may Exercise Any Secured Creditor Remedies under the Notes [Term Loan] Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Any Secured Creditor Remedies with respect to any Collateral by such Notes Collateral the [Term Loan] Agent or any [Term Loan] Secured Party is at all times subject to the provisions of this Agreement, including this Section 2.3 and 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)[Reserved]. (c) The Notes Collateral ABL Agent, for itself and on behalf of itself and the other Notes ABL Secured Parties, (i) agrees that until the Discharge of [Term Loan] Obligations, neither it the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) nor any such other Notes ABL Secured Party will, or will take seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action that would hinder any exercise of remedies undertaken by the Term Loan Collateral Agent or the other Term Loan Secured Parties proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to the [Term Loan] Priority Collateral without the written consent of the [Term Loan] Agent and will not knowingly take, receive or accept any Proceeds of the [Term Loan] Priority Collateral, including any sale, lease, exchange, transfer it being understood and agreed that the temporary deposit of Proceeds of [Term Loan] Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the [Term Loan] Collateral Representative. From and after the date upon which the Discharge of [Term Loan] Obligations shall have occurred (or other disposition prior thereto upon obtaining the written consent of Collateral, whether by foreclosure or otherwise, and (ii) hereby, subject to Section 2.4(athe [Term Loan] Agent), waives any and all rights it the ABL Agent or any such other Notes ABL Secured Party may have Exercise Any Secured Creditor Remedies under the ABL Documents or applicable law as a junior lien creditor to any [Term Loan] Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the ABL Agent or otherwise to object any ABL Secured Party is at all times subject to the manner in which the Term Loan Collateral Agent or the other Term Loan Secured Parties seek to enforce or collect the Term Loan Obligations or the Liens granted in any provisions of the Collateralthis Agreement, regardless of whether any action or failure to act by or on behalf of the Term Loan Collateral Agent or other Term Loan Secured Parties is adverse to the interests of the Notes Secured Partiesincluding this Section 2.3 and Section 4.1 hereof. (d) The Notes Collateral ABL Agent, for itself and on behalf of the other Notes Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Notes Document shall be deemed to restrict in any way the rights and remedies of the Term Loan Collateral Agent (including the right to credit bid at any sale of the Collateral, including any sale in an Insolvency Proceeding) or any of the other Term Loan Secured Parties with respect to the Collateral as set forth in this Agreement itself and the Term Loan Documents. (e) Subject to Article 6, the Notes Collateral Agent, for itself and on behalf of the other Notes ABL Secured Parties, agrees that, unless and that until the Discharge of Term Loan Obligations has occurredAdditional [Term] Obligations, it will not commenceneither the ABL Agent (including in its capacity as ABL Collateral Representative, if applicable) nor any ABL Secured Party will, or will seek to, Exercise Any Secured Creditor Remedies (or institute or join with in any Person (other than the Term Loan Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Collateral; provided, that nothing contained herein shall be construed to prevent the Notes Collateral Agent or any Notes Exercise of Secured Party from (iCreditor Remedies) taking any action (not adverse to the priority status of the Liens of the Term Loan Collateral Agent or the other Term Loan Secured Parties on the Collateral or the rights of the Term Loan Collateral Agent or any of the other Term Loan Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Collateral or (ii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of the Notes Collateral Agent or any other Notes Secured Party. (f) Notwithstanding the foregoing, the Notes Collateral Agent may exercise its rights and remedies with respect to the [Term Loan] Priority Collateral without the written consent of each Additional [Term] Agent and will not knowingly take, receive or accept any Proceeds of the [Term Loan] Priority Collateral (except, in each case, as may be separately otherwise agreed in writing by and between each such Additional [Term] Agent, on behalf of itself and the Additional [Term] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL Secured Parties), it being understood and agreed that the temporary deposit of Proceeds of [Term Loan] Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the [Term Loan] Collateral Representative. From and after the date upon which the Discharge of Additional [Term] Obligations shall have occurred (or prior thereto upon obtaining the written consent of each Additional [Term] Agent), the ABL Agent or any ABL Secured Party may Exercise Any Secured Creditor Remedies under the Notes Collateral ABL Documents or applicable law after the passage of a period of 180 days (the “Standstill Period”) from the date of delivery of a notice in writing as to the any [Term Loan Collateral Agent of its intention to exercise such rights and remedies, which notice may only be delivered following the occurrence of and during the continuation of an Event of Default under the IndentureLoan] Priority Collateral; provided, however, that notwithstanding any Exercise of Secured Creditor Remedies with respect to any Collateral by the foregoingABL Agent or any ABL Secured Party is at all times subject to the provisions of this Agreement, including this Section 2.3 and Section 4.1 hereof. (e) Each Additional [Term] Agent, on behalf of itself and the Additional [Term] Secured Parties represented thereby, agrees that until the Discharge of ABL Obligations, neither such Additional [Term] Agent (including in no event shall the Notes its capacity as [Term Loan] Collateral Agent exercise or continue to exercise Representative, if applicable) nor any such rights or remedies if, notwithstanding the expiration of the Standstill Period, (i) any Term Loan Additional [Term] Secured Party shall have commenced and be diligently pursuing will, or will seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the exercise Exercise of any of its rights and remedies Secured Creditor Remedies) with respect to any of the ABL Priority Collateral (prompt notice without the written consent of the ABL Agent and will not knowingly 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 such exercise to be given Additional [Term] Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the Notes ABL Collateral Representative. 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), any Additional [Term] Agent or any Additional [Term] Secured Party may Exercise Any Secured Creditor Remedies under any Additional [Term] Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Additional [Term] Agent or Additional [Term] Secured Party is at all times subject to the provisions of this Agreement, including this Section 2.3 and Section 4.1 hereof. (f) or [Reserved]. (iig) an Insolvency Proceeding [Reserved]. (h) [Reserved]. (i) [Reserved]. (j) [Reserved]. (k) [Reserved]. (l) Nothing in this Agreement shall prohibit the receipt by any Secured Party of the required payments of interest, principal and other amounts owed in respect of the ABL Obligations, [Term Loan] Obligations or Additional [Term] Obligations, as the case may be, so long as such receipt is not the direct or indirect result of the Exercise of Secured Creditor Remedies by any Credit Secured Party shall have been commenced; provided, further, that in any Insolvency Proceeding commenced by or against any Credit Party, respect of the Notes Collateral Agent and the Notes Secured Parties may take any action expressly permitted by Article 6in contravention of this Agreement.

Remedies Standstill. (a) Subject to Article 6, the Notes Collateral The Term Agent, on behalf of itself and the other Notes Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Term Loan ABL Obligations shall have occurred, neither the Notes Collateral Term Agent nor any other Notes Term Secured Parties Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral (including the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Term Agent or any Term Secured Party is a party) without the written consent of the Term Loan Collateral ABL 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)ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Notes Collateral Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Agent. 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), the Term Agent or any Term Secured Party may Exercise Any Secured Creditor Remedies under the Term Facility Documentation or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement. (b) The ABL Agent, on behalf of itself and the ABL Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of Term Obligations shall have occurred, neither the ABL Agent nor any ABL Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the Term Priority Collateral (including the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the ABL Agent or any ABL Secured Party is a party, solely to the extent the underlying accounts constitute Term Priority Collateral) without the written consent of the Term Agent, and will not take, receive or accept any Proceeds of the Term Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Term Priority Collateral in a Deposit Account controlled by the ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) 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 ABL Agent and or any other Notes ABL Secured Party may Exercise Any Secured Creditor Remedies under the Notes Documents ABL Facility Documentation or applicable law as to any Term Priority Collateral; provided, however, that any Exercise of Any Secured Creditor Remedies with respect to any Collateral by such Notes Collateral the ABL Agent or the ABL Secured Parties is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. (bc) Notwithstanding the provisions of Sections 2.3(a), 2.3(b) or any other provision of this Agreement, nothing contained herein shall be construed to prevent the Notes Collateral any 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, transfer or other disposition of Collateral, whether by foreclosure or otherwise, and (ii) hereby, subject to Section 2.4(a), waives any and all rights it or any such other Notes Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Term Loan Collateral Agent or the other Term Loan Secured Parties seek to enforce or collect the Term Loan Obligations or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of the Term Loan Collateral Agent or other Term Loan Secured Parties is adverse to the interests of the Notes Secured Parties. (d) The Notes Collateral Agent, for itself and on behalf of the other Notes Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Notes Document shall be deemed to restrict in any way the rights and remedies of the Term Loan Collateral Agent (including the right to credit bid at any sale of the Collateral, including any sale in an Insolvency Proceeding) or any of the other Term Loan Secured Parties with respect to the Collateral as set forth in this Agreement and the Term Loan Documents. (e) Subject to Article 6, the Notes Collateral Agent, for itself and on behalf of the other Notes Secured Parties, agrees that, unless and until the Discharge of Term Loan Obligations has occurred, it will not commence, or join with any Person (other than the Term Loan Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Collateral; provided, that nothing contained herein shall be construed to prevent the Notes Collateral Agent or any Notes Secured Party from (i) filing a claim or statement of interest with respect to the ABL Obligations or Term Obligations owed to it in any Insolvency Proceeding commenced by or against any Loan Party, (ii) taking any action (not adverse to the priority status of the Liens of the Term Loan Collateral other Agent or the other Term Loan Secured Parties on the Collateral in which such other Agent or other Secured Party has a priority Lien or the rights of the Term Loan Collateral other Agent or any of the other Term Loan Secured Parties to exercise remedies Exercise Any Secured Creditor Remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforceenforce its Lien) its Lien on any Collateral or Collateral, (iiiii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of such Agent or Secured Party, (iv) filing any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors of the Notes Loan Parties arising under any Insolvency Proceeding or applicable non-bankruptcy law, to the extent not inconsistent with the other express terms of this Agreement (including Section 6.1), (vi) voting on any plan of reorganization or filing any proof of claim in any Insolvency Proceeding of any Loan Party, or (vii) objecting to the proposed retention of Collateral by the other Agent or any other Notes Secured Party in full or partial satisfaction of any ABL Obligations or Term Obligations due to such other Agent or Secured Party. (f) Notwithstanding the foregoing, the Notes Collateral Agent may exercise its rights and remedies with respect to the Collateral under the Notes Collateral Documents or applicable law after the passage of a period of 180 days (the “Standstill Period”) from the date of delivery of a notice in writing to the Term Loan Collateral Agent of its intention to exercise such rights and remedies, which notice may only be delivered following the occurrence of and during the continuation of an Event of Default under the Indenture; provided, however, that notwithstanding the foregoing, in no event shall the Notes Collateral Agent exercise or continue to exercise any such rights or remedies if, notwithstanding the expiration of the Standstill Period, (i) any Term Loan Secured Party shall have commenced and be diligently pursuing the exercise of any of its rights and remedies with respect to any of the Collateral (prompt notice of such exercise to be given to the Notes Collateral Agent) or (ii) an Insolvency Proceeding in respect of any Credit Party shall have been commenced; provided, further, that in any Insolvency Proceeding commenced by or against any Credit Party, the Notes Collateral Agent and the Notes Secured Parties may take any action expressly permitted by Article 6.

Remedies Standstill. (a) Subject to Article 6, Each of the Notes Collateral Agent, on behalf of itself itself, and the other Notes Secured Parties, Parties agrees that, until the date upon which the Discharge of Term Loan ABL Obligations shall have occurred, neither the such Notes Collateral Agent nor any other Notes Secured Parties Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority 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 ABL Agent. From and after the date upon which the Discharge of Term Loan ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Term Loan Collateral ABL Agent), the Notes Collateral Agent and or any other Notes Secured Party may Exercise Any Secured Creditor Remedies under the applicable Notes Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Any Secured Creditor Remedies with respect to any Collateral by such the 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 ABL 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, transfer or other disposition of Collateral, whether by foreclosure or otherwise, and (ii) hereby, subject to Section 2.4(a), waives any and all rights it or any such other Notes Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the Term Loan Collateral Agent or the other Term Loan Secured Parties seek to enforce or collect the Term Loan Obligations or the Liens granted in any of the Collateral, regardless of whether any action or failure to act by or on behalf of the Term Loan Collateral Agent or other Term Loan Secured Parties is adverse to the interests of the Notes Secured Parties. (d) The Notes Collateral Agent, for itself and on behalf of the other Notes Secured Parties, hereby acknowledges and agrees that no covenant, agreement or restriction contained in any Notes Document shall be deemed to restrict in any way the rights and remedies of the Term Loan Collateral Agent (including the right to credit bid at any sale of the Collateral, including any sale in an Insolvency Proceeding) or any of the other Term Loan Secured Parties with respect to the Collateral as set forth in this Agreement and the Term Loan Documents. (e) Subject to Article 6, the Notes Collateral Agent, for itself and on behalf of the other Notes ABL Secured Parties, agrees that, unless and until the date upon which the Discharge of Term Loan Notes Obligations has shall have occurred, it will not commence, or join with neither the ABL Agent nor any Person (other than the Term Loan Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Collateral; provided, that nothing contained herein shall be construed to prevent the Notes Collateral Agent or any Notes ABL Secured Party from (i) taking any action (not adverse to the priority status of the Liens of the Term Loan Collateral Agent or the other Term Loan will Exercise Any Secured Parties on the Collateral or the rights of the Term Loan Collateral Agent or any of the other Term Loan Secured Parties to exercise remedies in respect thereof) in order to create, perfect, preserve or protect (but not enforce) its Lien on any Collateral or (ii) filing any necessary or responsive pleadings in opposition to any motion, adversary proceeding or other pleading filed by any Person objecting to or otherwise seeking disallowance of the claim or Lien of the Notes Collateral Agent or any other Notes Secured Party. (f) Notwithstanding the foregoing, the Notes Collateral Agent may exercise its rights and remedies Creditor Remedies with respect to the Notes Priority Collateral without the written consent of the Notes Agent. From and after the date upon which the Discharge of Notes Obligations shall have occurred (or prior thereto upon obtaining the written consent of the Notes Agent), the ABL Agent or any ABL Secured Party may Exercise Any Secured Creditor Remedies under the Notes Collateral ABL Documents or applicable law after the passage of a period of 180 days (the “Standstill Period”) from the date of delivery of a notice in writing as to the Term Loan Collateral Agent of its intention to exercise such rights and remedies, which notice may only be delivered following the occurrence of and during the continuation of an Event of Default under the Indentureany Notes Priority Collateral; provided, however, that notwithstanding the foregoing, in no event shall the Notes Collateral Agent exercise or continue to exercise any such rights or remedies if, notwithstanding the expiration Exercise of the Standstill Period, (i) any Term Loan Secured Party shall have commenced and be diligently pursuing the exercise of any of its rights and remedies Creditor Remedies with respect to any of Collateral by the Collateral (prompt notice of such exercise to be given ABL Agent is at all times subject to the Notes Collateral Agent) or (ii) an Insolvency Proceeding in respect provisions of any Credit Party shall have been commenced; providedthis Agreement, further, that in any Insolvency Proceeding commenced by or against any Credit Party, the Notes Collateral Agent and the Notes Secured Parties may take any action expressly permitted by Article 6including Section 4.1 hereof.