Restrictions on Actions. Lead Lender agrees that, so long as any portion of the Loan is outstanding or unpaid the provisions of this Agreement shall provide the exclusive method by which either Lender may exercise rights and remedies under the Loan Documents. Therefore, each Lender shall, for the benefit of all Lenders, except as permitted under this Agreement.
(a) Refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Loan Documents, except for delivering notices hereunder; and
(b) Refrain from (1) selling any portion of the Loan to the Borrower or any affiliate of the Borrower and (2) accepting any guaranty (other that the guarantees contemplated by the Loan Agreement) of, or any other security for, the Loan from the Borrowers or any Affiliate of the Borrowers, except any guaranty or security granted to the Lenders for the benefit of all Lenders; and
(c) Refrain from exercising any rights or remedies under the Loan Documents which have or may have arisen or which may arise as a result of a Default or Event of Default or otherwise provided, however, that nothing contained in subsections (a) through (c) above, shall prevent any Lender from imposing a default rate of interest in accordance with the Loan Agreement, or prevent a Lender from raising any defenses in any action in which it has been made a party defendant or has been joined as a third party, except that Lead Lender may, but shall not be obligated to, direct and control any defense directly relating to the Real Property and/or the Collateral or any one or more of the Loan Documents, which shall be governed by the provisions of this Agreement.
Restrictions on Actions. Each Secured Party agrees ------------------------ that, unless and until this Agreement is terminated as provided herein, the provisions of this Agreement shall provide the exclusive method by which any Secured Party may exercise, or direct the exercise of, rights and remedies under the Support Documents. Therefore, each Secured Party shall, for the mutual benefit of all Secured Parties, except as permitted under this Agreement:
(a) refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedies under the Support Documents, except for delivering notices hereunder; and
(b) refrain from exercising any rights or remedies under the Support Documents which may be exercisable as a result of an event that could result in a Notice of Enforcement. Except as specifically otherwise provided herein or in the Secured Instrument to which a Secured Party is a party, however, any Secured Party or the Collateral Agent, as applicable, may exercise any right or remedy available to it under any Secured Instrument, any related agreement (other than the Support Documents) or otherwise at law or in equity, including (i) imposing a default rate of interest in accordance with the applicable Secured Instrument, (ii) exercising any right or remedy or taking any other action that it is permitted or authorized to exercise or take or (iii) exercising its rights and remedies as a general creditor in accordance with the applicable Secured Instrument and applicable law, including the right to cease advancing loans or otherwise extending credit to the Borrower, to commence legal proceedings to collect any Obligation due and payable to such Secured Party and remaining unpaid, to accelerate the maturity of any Obligations or to terminate any Secured Instrument Commitment in accordance with the applicable Secured Instrument, to commence legal proceedings (including involuntary bankruptcy proceedings) to enforce any Secured Instrument and obtain a judgment and to enforce such judgment, in each case to the same extent as if such Secured Party were an unsecured creditor.
Restrictions on Actions. Each Secured Party agrees that, so long as any Secured Obligations are outstanding or any Secured Party has any commitment to extend credit in respect thereof pursuant to the terms of any Secured Agreement, the provisions of this Agreement shall provide the exclusive method by which any Secured Party may exercise rights and remedies with respect to the Collateral under the Collateral Document and under applicable law relating to the rights and remedies of secured creditors. Therefore, each Secured Party shall, for the mutual benefit of all Secured Parties, except as permitted under this Agreement, refrain from exercising any rights or remedies with respect to the Collateral under the Collateral Document, or under applicable law relating to the rights and remedies of secured creditors, which have or may have arisen or which may arise as a result of a Default or Event of Default or otherwise, except for delivering notices hereunder, provided, however, that nothing contained in this (S)3.1 shall prevent any Secured Party from exercising or enforcing any other right or remedy available to any Secured Party under any Secured Agreement including, without limitation, accelerating the maturity of the Secured Obligations under such Secured Agreement, terminating any commitments to lend additional money to the Company under such Secured Agreement in accordance with the terms thereof, exercising its rights under any guarantees granted thereunder, imposing a default rate of interest as provided in such Secured Agreement, commencement of any legal proceedings, whether at law or in equity, to enforce any of the Secured Agreements, raising any defenses in any action in which it has been made a party defendant or has been joined as a third party, except that the Collateral Agent may, but shall not be obligated to, direct and control any defense directly relating to the Collateral or the Collateral Document, which shall be governed by the provisions of this Agreement.
Restrictions on Actions. Lead Lenders agree that, so long as any portion of a Loan is outstanding or unpaid they shall, for the benefit of Lenders, except as permitted under this Agreement:
(a) Notify Lenders before taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Loan Documents, except for delivering notices hereunder.
(b) Refrain from (1) selling any portion of the Loan to the Borrowers or any affiliate of the Borrowers and (2) accepting any substitute guaranty or any other security for, the Loan from the Borrowers or any Affiliate of the Borrowers, without Lenders consent. In the event Lender refuses to consent to such requested action, Lead Lenders shall be entitled to either repurchase Lenders Participation Interest for the amount of principal and accrued interest outstanding or offer the Lenders a Substitution of Security.
Restrictions on Actions. Each Creditor agrees that, so long as any Senior Secured Obligations are outstanding, the provisions of this Agreement shall provide the exclusive method by which any Creditor may exercise rights and remedies under the Security Documents. For the avoidance of doubt, this Agreement shall have no effect whatsoever on the rights or remedies of any Creditor under any credit or note document relating to the Senior Secured Obligations to which it is party other than a Security Document. Therefore, each Creditor shall, for the mutual benefit of all Creditors, except as permitted under this Agreement:
(a) Refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Security Documents, except for delivering notices hereunder;
(b) Refrain from accepting any guaranty of, or any other security for, the Senior Secured Obligations from the Borrower, any Guarantor or any of their Affiliates, except for (A) the Guaranty Agreements, (B) any cash collateral received by the Administrative Agent or any other Creditor pursuant to the requirements of the Bank Loan Documents or the Senior Note Documents (which cash collateral shall constitute Collateral for purposes of this Agreement) and (C) any security granted to the Collateral Agent to secure the Senior Secured Obligations for the equal and ratable benefit of all Creditors;
(c) Refrain from exercising any rights or remedies with respect to the Senior Secured Obligations under the Security Documents which have or may have arisen or which may arise as a result of an Event of Default; and
(d) Refrain from accepting any collateral granted under the Collateral Documents as security for obligations owed to such Creditor for obligations other than the Senior Secured Obligations unless the Lien on such collateral is permitted under the terms of the Bank Credit Agreements and the Note Agreement. provided, however, that nothing contained in subsections (a) through (d) above, shall prevent any Creditor from (1) imposing a default rate of interest in accordance with either of the Bank Credit Agreements or the Note Agreement, as applicable, (2) raising any defenses in any action in which it has been made a party defendant or has been joined as a third party, except that the Collateral Agent may direct and control any defense directly relating solely to the Collateral or any one or more of the Security Documents but not relating to any Creditor, which shall be governed by the provis...
Restrictions on Actions. (a) Each Purchaser agrees that until the earlier of the seventh anniversary of the date of this Agreement and the date on which such Purchaser no longer owns any Purchased Shares, Conversion Shares, Warrants or Warrant Shares (the “Restricted Period”), without the prior written consent of the Board of Directors of the Company, it will not at any time, nor will it cause, suffer or permit any of its Restricted Affiliates to, acquire directly or indirectly, by purchase or otherwise, record ownership or beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act ) more than 35% the Company’s outstanding Common Stock; provided, however, that a Purchaser becoming a beneficial owner of more than 35% as a result of the Company taking any direct or indirect action that results in the number of outstanding shares of capital stock being reduced (e.g. stock repurchases) shall not be a breach of this Section 4.2.
(b) The Purchasers agree that, during the Restricted Period without the prior written consent of the Board of Directors of the Company, neither of them will at any time, nor will a Purchaser cause, suffer or permit any of its Restricted Affiliates to, directly or indirectly: (i) make, or in any way participate in, any solicitation of proxies to vote any securities of the Company under any circumstances for a change in the directors or management of the Company, or in connection with a merger or acquisition of the Company, or deposit any securities of the Company in a voting trust or subject them to a voting agreement or other agreement of similar effect (it is understood and agreed that this clause (i) shall not prohibit any Purchaser or any of their respective Restricted Affiliates from voting any securities of the Company in their discretion); (ii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any of securities of the Company that describes any plans or proposals required to be disclosed in response to any of clauses (a) through (j) of Item 4 of any Schedule 13D (or any amendment thereto); (iii) publicly propose to enter into, directly or indirectly, any merger, consolidation, business combination or other similar transaction involving the Company; (iv) formulate or disclose any intention, plan or arrangement to change the directors or management of the Company; or (v) advise, assist or encourage any other Persons in connection with any of the foregoing. (It is...
Restrictions on Actions. Consultant shall not be authorized to bind the Company to any obligations or commitment of any kind or nature. Consultant shall not hold himself out as an officer or employee of the Company or as having authority to bind the Company to any obligation or make any representations on behalf of the Company. Consultant shall not disclose any information on or related to the Company without the express written consent of the Company's Chief Executive Officer or such officers designated by the Company's Board of Directors.
Restrictions on Actions. Lead Lenders agree that, so long as any portion of a Loan is outstanding or unpaid they shall, for the benefit of Lenders, except as permitted under this Agreement:
(a) Notify Lenders before taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Loan Documents, except for delivering notices hereunder.
(b) Refrain from (1) selling (but shall be permitted to accept the payoff of) any portion of the Loan to the Borrowers or any affiliate of the Borrowers and (2) accepting any substitute guaranty or substituting any other security for the Loan from the Borrowers or any Affiliate of the Borrowers, without Lender's consent. In the event Lender refuses to
Restrictions on Actions. Each Secured Creditor agrees that, after the occurrence and during the continuance of an Enforcement Event and until payment in full of the Secured Obligations, (i) the provisions of this Agreement shall govern exclusively the method by which the Collateral Agent or any Secured Creditor may exercise rights and remedies under the Collateral Documents or otherwise with respect to the Collateral and (ii) except as expressly permitted hereunder, each Secured Creditor shall:
(a) refrain from taking or filing any action, judicial or otherwise, to enforce rights or pursue any remedies under any of the Collateral Documents, except for delivering notices hereunder;
(b) refrain from exercising any rights or remedies (including the remedy of self-help) under any of the Collateral Documents which may be exercisable as a result of an Enforcement Event; and
(c) refrain from exercising any right of setoff, bankers’ lien or similar right with respect to amounts on deposit with such Secured Creditor (excluding application of funds pursuant to non-default contract rights); provided, however, that the foregoing shall not prevent a Secured Creditor from raising any defenses in any action in which it has been made a party defendant or has been joined as a third party, except that the Collateral Agent may direct and control any defense directly relating to the Collateral or the any of the Collateral Documents, subject to and in accordance with the provisions of this Agreement.
Restrictions on Actions. Each Creditor agrees that, so long as any Senior Secured Obligations are outstanding, the provisions of this Agreement shall provide the exclusive method by which any Creditor may exercise rights and remedies under the Security Documents or with respect to the Collateral. Therefore, each Creditor shall, for the mutual benefit of all Creditors, except as permitted under this Agreement:
(a) refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Security Documents, except for delivering notices hereunder;
(b) refrain from (1) selling any Senior Secured Obligations to the Company or any Affiliate of the Company or (2) accepting any guaranty of, or any other security for, the Senior Secured Obligations from the Company or any Affiliate of the Company, except (i) the Guaranties, including any joinders thereto pursuant to Section 6.10(a) of the Credit Facility Agreement or paragraph 5K of the Note Agreement and (ii) any other guaranty or security granted to the Collateral Agent for the benefit of all Creditors; and
(c) refrain from exercising any rights or remedies under the Security Documents which have or may have arisen or which may arise as a result of a Default or Event of Default or exercising any rights of set-off against any account of the Company or any of its Affiliates (other than in connection with ordinary course set-off rights including, but not limited to, for the payment of account fees);
