Common use of Restrictions on Actions Clause in Contracts

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. 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 than 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 though (c) above, shall prevent any Lender Leader 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. Lead Lender Each Secured Party agrees that, so long as any portion of the Loan is outstanding or unpaid Obligations are outstanding, the provisions of this Agreement shall provide the exclusive method by which either Lender any Secured Party may exercise rights and remedies hereunder and under the Loan Documentsother Security Documents in respect of the guarantees and the Collateral. Therefore, each Lender Secured Party shall, for the mutual benefit of all LendersSecured Parties, except as permitted under this Agreement.: (a) Refrain refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy hereunder and under the Loan Documentsany other Security Document, except for delivering notices hereunder; and; (b) Refrain refrain from (1i) selling any portion of the Loan Obligations to the Borrower or any affiliate Affiliate of the Borrower and (2ii) accepting any guaranty (other that the guarantees contemplated by the Loan Agreement) guarantee of, or any other security for, the Loan Obligations from the Borrowers any Grantor or any Affiliate of the Borrowersits Affiliates, except for any guaranty guarantee or security granted to the Lenders Collateral Agent for the benefit of all LendersSecured Parties; and (c) Refrain refrain from exercising any rights or remedies hereunder or under the Loan Documents which any other Security Document that have or may have arisen or which may arise as a result of a Default or an Event of Default or otherwise Default; provided, however, that nothing contained in subsections (a) through (c) above, this Section 7.02 shall prevent any Lender Secured Party from (i) imposing a default rate of interest in accordance with the applicable Loan Documents, (ii) subject to the terms of the applicable Credit Agreement, accelerating the maturity of any Obligations or prevent a Lender from terminating any commitments under any Credit Agreement or, with respect to Revolving Loan Credit Agreement, exercising any right thereunder to demand cash collateral, in each case if any amounts received are paid over to the Collateral Agent to the extent required under Section 7.05 for deposit in the Special Trust Account, (iii) 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, the Collateral Agent may direct and control any defense directly relating to the Real Property and/or the Collateral or any one or more of the Loan Security Documents, which shall be governed by the provisions of this Agreement, or (iv) exercising any right of setoff, recoupment or similar right (provided that such Secured Party shall promptly cause such amounts to be delivered to the Collateral Agent to the extent required under Section 7.05 for deposit in the Special Trust Account).

Restrictions on Actions. Lead Each 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 Obligations are outstanding, each Lender’s respective rights and remedies under its Credit Documents and its Security Documents may only be exercised in accordance with and subject to the Loan Documentsterms of this Agreement. Therefore, each Each Lender shall, for the mutual benefit of all Lenders, except as otherwise expressly permitted under this Agreement.: (a) Refrain from accelerating or demanding repayment of the Obligations owed to it; (b) Refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Loan its Credit Documents and its Security Documents, except for delivering notices hereunder; and; (bc) 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 BorrowersObligations owing to it, except any guaranty or additional security granted to each of the Lenders for the benefit of all Lenders; and (cd) Refrain from exercising any rights or remedies under the Loan its Credit Documents and its Security Documents which have or may have arisen or which may arise as a result of a Default or an Event of Default or otherwise the acceleration of the maturities of the Obligations; provided, however, that nothing contained in subsections (a) through (cd) above, or otherwise in this Agreement, shall prevent any Lender from (x) imposing a default rate of interest in accordance with the Loan Agreementits respective Credit Documents, or prevent a Lender from (y) 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 (z) making such demands or more filing such claims in respect of the Loan DocumentsObligations as are necessary to prevent the waiver or bar of such claims under applicable statutes of limitations or other statutes, which shall be governed court orders, or rules of procedure at any time. Except as expressly set forth in or otherwise limited by the provisions of this Agreement, each of the Lenders shall have any and all rights and remedies it may have as a creditor under applicable law.

Restrictions on Actions. Lead Lender agrees The Purchasers’ Agent and each Purchaser agree that, so long as any portion of Guaranteed Obligations are outstanding to the Loan is outstanding or unpaid Purchasers, the provisions of this Agreement shall provide exclusively govern the exclusive method by which either Lender may exercise of all rights and remedies under the Loan Documents. Therefore, each Lender shall, for the benefit of all LendersOfftake Documents and that it will not, except as expressly permitted under this Agreement.: (a) Refrain from taking or filing take any action, judicial or otherwise, to enforce or exercise any rights other right or pursue any remedy under the Loan Offtake Documents, except for delivering notices hereunder; andor (b) Refrain from (1A) selling sell or grant any portion of the Loan participation or other interest in any Guaranteed Obligation 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 Seller Group Entity or any Affiliate of any Seller Group Entity, or (B) accept or take any security for the BorrowersGuaranteed Obligations, except any guaranty or security granted to the Lenders for Collateral held on its behalf by the benefit of all LendersCollateral Agents; 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, the foregoing shall not prevent any Lender from imposing a default rate of interest in accordance with the Loan Agreement, Purchasers’ Agent or prevent a Lender the Purchasers 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 the Collateral Agents 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 Offtake Documents, which shall be governed by subject to the provisions of this Agreement. Notwithstanding any provision contained in this Agreement, in the event that the Purchasers’ Agent and/or the Purchasers become a judgment lien creditor in respect of any Collateral as a result of any proceedings, such judgment lien shall at all times (x) be subordinate in all respects to the Encumbrance granted to the Collateral Agents pursuant to the Security, irrespective of the time of the execution, delivery or issuance of any of the Security or any of the orders, attachments or instruments evidencing or securing such judgment lien, or the filing or recording for perfection thereof or the filing of any financing statement or continuation statement relating to any thereof; and (y) be subject to the terms of this Agreement for all purposes.

Restrictions on Actions. Lead The Administrative Agent and each Lender agrees agree that, so long as any portion of Obligations are outstanding to the Loan is outstanding or unpaid Lenders, the provisions of this Agreement shall provide exclusively govern the exclusive method by which either Lender may exercise of all rights and remedies under the Loan Documents. Therefore, each Lender shall, for the benefit of all LendersDocuments and that it will not, except as expressly permitted under this Agreement.: (a) Refrain from taking or filing 11.7.1 take any action, judicial or otherwise, to enforce or exercise any rights other right or pursue any remedy under the Loan Documents, except for delivering notices hereunder; andor 11.7.2 (bA) Refrain from (1) selling sell or grant any portion of the Loan participation or other interest in any Obligation 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 Obligor or any Affiliate of any Obligor, or (B) accept or take any security for the BorrowersObligations, except any guaranty or security granted to the Lenders for Collateral held on its behalf by the benefit of all LendersCollateral Agents; 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, the foregoing shall not prevent any Lender from imposing a default rate of interest in accordance with the Loan Agreement, Administrative Agent or prevent a Lender the Lenders 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 the Collateral Agents 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 subject to the provisions of this Agreement. Notwithstanding any provision contained in this Agreement, in the event that the Administrative Agent and/or the Lenders become a judgment lien creditor in respect of any Collateral as a result of any proceedings, such judgment lien shall at all times (x) be subordinate in all respects to the Encumbrance granted to the Collateral Agents pursuant to the Security, irrespective of the time of the execution, delivery or issuance of any of the Security or any of the orders, attachments or instruments evidencing or securing such judgment lien, or the filing or recording for perfection thereof or the filing of any financing statement or continuation statement relating to any thereof; and (y) be subject to the terms of this Agreement for all purposes.

Restrictions on Actions. Lead Lender Each Secured Party agrees that, so long as any portion Secured Obligations are outstanding or any Secured Party has any commitment to extend credit in respect thereof pursuant to the terms of the Loan is outstanding or unpaid Credit Agreement, the provisions of this Agreement shall provide the exclusive method by which either Lender any Secured Party may exercise rights and remedies with respect to the Collateral under the Loan DocumentsCollateral Documents and under applicable law relating to the rights and remedies of secured creditors. Therefore, each Lender Secured Party shall, for the mutual benefit of all LendersSecured Parties, except as permitted under this Agreement.: (a) Refrain refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Loan Collateral Documents, except for delivering notices hereunder; and; (b) Refrain refrain from (1) selling any portion Secured Obligations to the Company or any Affiliate of the Loan to the Borrower or any affiliate of the Borrower Company and (2) accepting any guaranty (other that the guarantees contemplated by the Loan Agreement) of, or any other security for, the Loan Secured Obligations from the Borrowers Company or any Affiliate of the BorrowersCompany or any other Person, except any guaranty or security granted to the Lenders Collateral Agent for the benefit of all LendersSecured Parties in the relative priorities set forth herein; and (c) Refrain refrain from exercising any rights or remedies with respect to the Collateral under the Loan Documents Collateral Documents, 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 otherwise; provided, however, that nothing contained in subsections (a) through (c) above, above shall prevent any Lender Secured Party from exercising or enforcing any other right or remedy available to any Secured Party under the Note Agreement, the Notes, the Credit Agreement, the other Loan Documents (as defined in the Credit Agreement), or the Additional Facility Documents, as the case may be, including, without limitation, accelerating the maturity of the Secured Obligations, terminating any commitments to lend additional money to the Company under the Credit Agreement (or, if applicable, under any Qualified Replacement Credit Agreement) in accordance with the terms thereof, imposing a default rate of interest in accordance with the Loan Credit Agreement, the Note Agreement or prevent a Lender from the Additional Facility Documents, as applicable, 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 the Collateral Agent 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 Collateral Documents, which shall be governed by the provisions of this Agreement. NOTWITHSTANDING THE FOREGOING, NO SECURED PARTY SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SET-OFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES HELD OR MAINTAINED BY THE SECURED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT AND THE REQUIRED SECURED PARTIES.

Restrictions on Actions. Lead Lender Each Secured Creditor agrees that, so long as any portion until payment in full of the Loan is outstanding or unpaid Secured Obligations, (i) the provisions of this Agreement shall provide govern exclusively the exclusive method by which either Lender the Collateral Agent or any Secured Creditor may exercise rights and remedies under the Loan Documents. ThereforeCollateral Documents or otherwise with respect to the Collateral and (ii) except as expressly permitted hereunder, each Lender Secured Creditor shall, for the benefit of all Lenders, except as permitted under this Agreement.: (a) Refrain refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy remedies under any of the Loan Collateral Documents, except for delivering notices hereunder; and; (b) Refrain refrain from exercising any rights or remedies (1including the remedy of self-help) selling under any portion of the Loan to the Borrower or any affiliate Collateral Documents which may be exercisable as a result 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 Lendersan Enforcement Event; and (c) Refrain refrain from exercising any rights right of setoff or remedies under the Loan Documents which have or may have arisen or which may arise as a result similar right with respect to amounts on deposit with such Secured Creditor (excluding application of a Default or Event of Default or otherwise funds pursuant to non-default contract rights); provided, however, that nothing contained in subsections the foregoing shall not prevent (ai) through (c) above, shall prevent any Lender from imposing a default rate of interest in accordance with the Loan Agreement, or prevent a Lender 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 Lead Lender may, but shall not be obligated to, the Collateral Agent may direct and control any defense directly relating to the Real Property and/or Collateral or the Collateral or any one or more of the Loan Documents, which shall be governed by subject to and in accordance with the provisions of this Agreement, and (ii) the Majority Credit Agreement Lenders or the Majority Note Holders from taking or filing any judicial action, instituting an arbitration proceeding, or otherwise instituting legal proceedings (“Unsecured Collection Action”) to enforce rights under the Credit Agreement or Note Agreement, as applicable, in order to collect amounts due not earlier than ten (10) days after the receipt by the Collateral Agent of a Notice of Unsecured Collection Action from the Majority Credit Agreement Lenders or the Majority Note Holders, as applicable. Upon obtaining a judgment or other award as a result of an Unsecured Collection Action, the successful party may, notwithstanding the terms of this Agreement, proceed as an unsecured creditor but without the benefits of the Collateral Documents to collect the judgment or award to the extent permitted by applicable law and the Credit Agreement or Note Agreement, as applicable. Notwithstanding the foregoing, the Unsecured Collection Action shall terminate and all collection activity shall be governed by this Agreement to the extent applicable upon the Collateral Agent’s receipt of a Notice of Collateral Enforcement Action.

Restrictions on Actions. Lead Lender Each Secured Party agrees that, so long as any portion of the Loan is Senior Secured Obligations are outstanding or unpaid available, the provisions of this Agreement shall provide the exclusive method by which either Lender any Secured Party may exercise rights and remedies under the Loan Security Documents. Therefore, each Lender Secured Party shall, for the mutual benefit of all LendersSecured Parties, except as permitted under this Agreement.: (a) Refrain refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Loan Security Documents, except for delivering notices hereunder; and; (b) Refrain refrain from (1) selling any portion Senior Secured Obligations to the Company or any Affiliate of the Loan to the Borrower or any affiliate Company (except as set forth in Section 8.3 of the Borrower Note Purchase and Guarantee Agreement) and (2) accepting any guaranty (other that than the guarantees contemplated by the Loan Note Purchase and Guarantee Agreement and the Credit Agreement) of, or any other security for, the Loan Senior Secured Obligations from the Borrowers Company or any Affiliate of the BorrowersCompany, except any guaranty or security granted to the Lenders Collateral Agent for the benefit of all LendersSecured Parties; and (c) Refrain refrain from exercising any rights or remedies under the Loan Security Documents which have or may have arisen or which may arise as a result of a Default or Event of Default or otherwise providedotherwise; PROVIDED, howeverHOWEVER, that nothing contained in subsections (a) through (c) above, shall prevent any Lender Secured Party from imposing a default rate of interest in accordance with the Loan Credit Agreement or the Note Purchase and Guarantee Agreement, as applicable, or prevent a Lender Secured Party 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 the Collateral Agent 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 Security Documents, which shall be governed by the provisions of this Agreement.

Restrictions on Actions. Lead The Administrative Agent and each Lender agrees agree that, so long as any portion of Obligations are outstanding to the Loan is outstanding or unpaid Lenders, the provisions of this Agreement shall provide exclusively govern the exclusive method by which either Lender may exercise of all rights and remedies under the Loan Documents. Therefore, each Lender shall, for the benefit of all LendersDocuments and that it will not, except as expressly permitted under this Agreement.: (a) Refrain from taking or filing 11.7.1 take any action, judicial or otherwise, to enforce or exercise any rights other right or pursue any remedy under the Loan Documents, except for delivering notices hereunder; andor 11.7.2 (bA) Refrain from (1) selling sell or grant any portion of the Loan participation or other interest in any Obligation 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 Obligor or any Affiliate of any Obligor, or (B) accept or take any security for the BorrowersObligations, except any guaranty or security granted to the Lenders for Collateral held on its behalf by the benefit of all LendersCollateral Agent; 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, the foregoing shall not prevent any Lender from imposing a default rate of interest in accordance with the Loan Agreement, Administrative Agent or prevent a Lender the Lenders 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 the Collateral Agent 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 subject to the provisions of this Agreement. Notwithstanding any provision contained in this Agreement, in the event that the Administrative Agent and/or the Lenders become a judgment lien creditor in respect of any Collateral as a result of any proceedings, such judgment lien shall at all times (x) be subordinate in all respects to the Encumbrance granted to the Collateral Agent pursuant to the Security, irrespective of the time of the execution, delivery or issuance of any of the Security or any of the orders, attachments or instruments evidencing or securing such judgment lien, or the filing or recording for perfection thereof or the filing of any financing statement or continuation statement relating to any thereof; and (y) be subject to the terms of this Agreement for all purposes.

Restrictions on Actions. Lead Lender Each Secured Party agrees that, so long as any portion Secured Obligations are outstanding or any Secured Party has any commitment to extend credit in respect thereof pursuant to the terms of the Loan is outstanding or unpaid Credit Agreement, the provisions of this Agreement shall provide the exclusive method by which either Lender any Secured Party may exercise rights and remedies with respect to the Collateral under the Loan DocumentsCollateral Documents and under applicable law relating to the rights and remedies of secured creditors. Therefore, each Lender Secured Party shall, for the mutual benefit of all LendersSecured Parties, except as permitted under this Agreement.: (a) Refrain refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Loan Collateral Documents, except for delivering notices hereunder; and; (b) Refrain refrain from (1) selling any portion Secured Obligations to the Company or any Affiliate of the Loan to the Borrower or any affiliate of the Borrower Company and (2) accepting any guaranty (other that the guarantees contemplated by the Loan Agreement) of, or any other security for, the Loan Secured Obligations from the Borrowers Company or any Affiliate of the BorrowersCompany or any other Person, except any guaranty or security granted to the Lenders Collateral Agent for the benefit of all LendersSecured Parties in the relative priorities set forth herein; and (c) Refrain refrain from exercising any rights or remedies with respect to the Collateral under the Loan Documents Collateral Documents, 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 providedotherwise; PROVIDED, howeverHOWEVER, that nothing contained in subsections (a) through (c) above, above shall prevent the Agent or any Lender Secured Party from exercising or enforcing any other right or remedy available to the Agent or any Secured Party under the Note Agreement, the Notes, the Credit Agreement, the Subsidiary Guaranties or the other Loan Documents (as defined in the Credit Agreement), as the case may be, including, without limitation, accelerating the maturity of the Term Debt, the Revolving Debt or the Notes, as the case may be, terminating any commitments to lend additional money to the Company under the Credit Agreement in accordance with the terms thereof, imposing a default rate of interest in accordance with the Loan Credit Agreement or the Note Agreement, or prevent a Lender from as applicable, 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 the Collateral Agent 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 Collateral Documents, which shall be governed by the provisions of this Agreement. NOTWITHSTANDING THE FOREGOING, NO SECURED PARTY SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SET-OFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES HELD OR MAINTAINED BY THE SECURED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT, THE REQUIRED REVOLVING DEBT SECURED PARTIES AND THE REQUIRED TERM DEBT SECURED PARTIES.

Restrictions on Actions. Lead Lender agrees that(a) Until the Merger Date has occurred, so as long as any portion of the Loan Obligation is outstanding or unpaid outstanding, the provisions of this Agreement shall provide shall, notwithstanding the exclusive provisions of any other Operative Document, exclusively govern the method by which either Lender any Creditor may exercise rights and remedies under as to the Loan DocumentsCollateral. Therefore, each Lender and Interim Lender shall, for the mutual benefit of all LendersLender Creditors and Interim Lender Creditors (but not for the benefit of any other Person), except as permitted under this Agreement. : (ai) Refrain refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under remedies in respect of the Loan DocumentsCollateral, except for delivering notices hereunder; and and (bii) Refrain from (1) selling any portion of the Loan subject to the Borrower or any affiliate second sentence of the Borrower and (2) accepting any guaranty (other that the guarantees contemplated by the Loan Agreement) ofSection 4.2(b)(i), 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 refrain from exercising any rights or remedies under the Loan Intercreditor Security Documents which have or may have arisen or which may arise be exercisable as a result of a Default or an Actionable Event of Default or otherwise providedDefault. (b) Notwithstanding subsection 2.3(a), however, that nothing contained in subsections (a) through (c) above, shall prevent (i) any Lender Creditor or any Interim Lender Creditor from imposing a default rate exercising the rights and remedies available to it under Section 8 of interest the Credit Agreement or under Section 7.1 of the Interim Loan Agreement or from otherwise taking action, judicial or otherwise, to collect past due amounts or enforce its rights under and in accordance with the Loan AgreementDocuments or the Interim Loan Documents, as applicable (except for exercising any remedies in respect of the Collateral), and (ii) any Lender Creditor or prevent a Interim Lender 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 Lead Lender may, but shall not be obligated to, the Collateral Agent may direct and control any defense directly to the extent solely relating to the Real Property and/or the Collateral or any one or more of the Loan Intercreditor Security Documents, which shall be governed by subject to and in accordance with the provisions of this Agreement.

Restrictions on Actions. Lead Lender Each Participating Creditor agrees that, so from the date of this Agreement, as long as any portion of the Loan is outstanding or unpaid Outstanding Obligations exist, the provisions of this Agreement shall provide the exclusive method by which either Lender any Participating Creditor may exercise rights and remedies under the Loan Security Documents. Therefore, each Lender Participating Creditor shall, for the mutual benefit of all LendersParticipating Creditors, except as permitted under this Agreement.: (a) Refrain refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy remedies under the Loan Security Documents, except for delivering notices hereunderhereunder or exercising any rights to request and receive information or documents or to inspect or examine Collateral; 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 refrain from exercising any rights or remedies under the Loan Security Documents which have or that may have arisen or which may arise be exercisable as a result of a Default or Event of Default or otherwise an Actionable Default; provided, however, that nothing contained in subsections the foregoing shall not prevent (ai) through (c) above, shall prevent any Lender Participating Creditor from accelerating its Obligations or from imposing a default rate of interest in accordance with the Loan Credit Agreement or the Note Agreement, or prevent as applicable, (ii) a Lender Participating Creditor from raising any defenses or asserting any compulsory counterclaim 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, the Collateral Agent may direct and control any defense or counterclaim to the extent directly relating to the Real Property and/or the Collateral or any one or more of the Loan Security Documents, which shall be governed by subject to and in accordance with the provisions of this Agreement, or (iii) a Participating Creditor from exercising its rights and remedies as a general creditor in accordance with the Credit Transaction Documents (other than the Security Documents) and applicable law, including the right to commence legal proceedings to collect any Outstanding Obligation due and payable to such Participating Creditor and remaining unpaid, to obtain a judgment and to enforce such judgment, in each case to the same extent as if such Participating Creditor were an unsecured creditor that was not a party to this Agreement. Notwithstanding anything herein to the contrary, each Participating Creditor also shall be entitled to appear in and prosecute its claims against any Obligor in any bankruptcy, receivership, insolvency, reorganization, moratorium or other similar proceeding which may be filed by or against such Obligor (a "Bankruptcy Proceeding"), except that each Participating Creditor shall not take or file any action or exercise any rights or remedies under any Security Documents in any Bankruptcy Proceeding except in accordance with the other terms and conditions of this Agreement.

Restrictions on Actions. Lead Lender Each Secured Party agrees that, so long as any portion Secured Obligations are outstanding or any Secured Party has any commitment to extend credit in respect thereof pursuant to the terms of the Loan is outstanding or unpaid Credit Agreement, the provisions of this Agreement shall provide the exclusive method by which either Lender any Secured Party may exercise rights and remedies with respect to the Collateral under the Loan DocumentsCollateral Documents and under applicable law relating to the rights and remedies of secured creditors. Therefore, each Lender Secured Party shall, for the mutual benefit of all LendersSecured Parties, except as permitted under this Agreement.: (a) Refrain refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Loan Collateral Documents, except for delivering notices hereunder; and; (b) Refrain refrain from (1) selling any portion Secured Obligations to the Company or any Affiliate of the Loan to the Borrower or any affiliate of the Borrower Company and (2) accepting any guaranty (other that the guarantees contemplated by the Loan Agreement) of, or any other security for, the Loan Secured Obligations from the Borrowers Company or any Affiliate of the BorrowersCompany or any other Person, except any guaranty or security granted to the Lenders Collateral Agent for the benefit of all LendersSecured Parties in the relative priorities set forth herein; and (c) Refrain refrain from exercising any rights or remedies with respect to the Collateral under the Loan Documents Collateral Documents, 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 otherwise; provided, however, that nothing contained in subsections (a) through (c) above, above shall prevent any Lender Secured Party from exercising or enforcing any other right or remedy available to any Secured Party under the Note Agreement, the Notes, the Credit Agreement, the other Loan Documents (as defined in the Credit Agreement), or the Additional Facility Documents, as the case may be, including, without limitation, accelerating the maturity of the Secured Obligations, terminating any commitments to lend additional money to the Company under the Credit Agreement (or, if applicable, under any Qualified Replacement Credit Agreement) in accordance with the terms thereof, imposing a default rate of interest in accordance with the Loan Credit Agreement, the Note Agreement or prevent a Lender from the Additional Facility Documents, as applicable, 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 the Collateral Agent 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 Collateral Documents, which shall be governed by the provisions of this Agreement. NOTWITHSTANDING THE FOREGOING, NO SECURED PARTY SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF SET-OFF, BANKER’S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES HELD OR MAINTAINED BY THE SECURED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT AND THE REQUIRED SECURED PARTIES.

Restrictions on Actions. Lead Lender Each Creditor (or in the case of the Lenders, the Administrative Agent on behalf of the Lenders) agrees that, so long as any portion of the Loan is outstanding or unpaid Senior Secured Obligations are outstanding, the provisions of this Agreement shall provide the exclusive method by which either Lender any Creditor may exercise rights and remedies under the Loan Security Documents. Therefore, each Lender Creditor shall, for the mutual benefit of all LendersCreditors, 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 Security Documents, except for delivering notices hereunder; and; (b) Refrain from (1) selling any portion of the Loan Senior Secured Obligations to the Borrower Company or any affiliate of its Affiliates after the Borrower occurrence of and during the continuance of any Default or Event of Default and (2) accepting any guaranty (other that the guarantees contemplated by the Loan Agreement) of, or any other security for, the Loan Senior Secured Obligations from the Borrowers Company or any Affiliate of its Affiliates, except for (i) any cash collateral received by the Administrative Agent or any other Creditor pursuant to the requirement of the BorrowersLoan Documents, except the Senior Note Documents or any guaranty Additional Secured Facility Documents (which cash collateral shall constitute Collateral for purposes of this Agreement), (ii) any Secured Guaranty or (iii) any security granted to the Lenders Collateral Agent for the benefit of all LendersCreditors; and (c) Refrain from exercising any rights or remedies under the Loan Security Documents which have or may have arisen or which may arise as a result of a Default or Event of Default or otherwise Default; provided, however, that nothing contained in subsections (a) through (c) above, shall prevent any Lender Creditor from (1) imposing a default rate of interest in accordance with the Loan Credit Agreement, the Note Agreement or prevent any Additional Secured Facility, as applicable, (2) accelerating the maturity of, or demanding payment from the Company or any Subsidiary on, any Senior Secured Obligation owing to such Creditor, (3) instituting legal action against the Company or any Subsidiary to obtain a Lender from judgment or other legal process in respect of such Senior Secured Obligation, (4) subject to Section 6, filing to commence a Bankruptcy Proceeding against the Company or any Subsidiary and filing claims and otherwise participating in any voluntary or involuntary Bankruptcy Proceeding, (5) 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, the Collateral Agent may direct and control any defense directly relating solely to the Real Property and/or the Collateral or any one or more of the Loan DocumentsSecurity Documents but not relating to any Creditor, which shall be governed by the provisions of this AgreementAgreement or (6) exercising any right of setoff, recoupment or similar right; provided that the amounts so setoff or recouped shall constitute Collateral for purposes of this Agreement and the Creditor shall promptly cause such amounts to be delivered to the Collateral Agent for deposit in the Special Collateral Account.