Common use of Restrictions on Actions Clause in Contracts

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 provisions of this Agreement, or (3) exercising any right under the Guaranty Agreements or, subject to receiving a direction from the requisite parties required to give directions to the Collateral Agent to realize upon the Collateral pursuant to Section 5.3, any right of setoff, recoupment or similar right; provided that the amounts received pursuant to enforcement of the Guaranty Agreements, or so setoff or recouped shall constitute Collateral for purposes of this Agreement and such Creditor shall promptly cause such amounts to be delivered to the Collateral Agent to be distributed pursuant to Section 5.10.

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 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 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 Borrower, any Guarantor Company or any Affiliate of their Affiliatesthe Company, except for (Ai) the Guaranty AgreementsExisting Guaranties, (Bii) any cash collateral received guaranties required by Section 9.6 of the Administrative Agent Note Purchase Agreement or Sections 5.10, 5.11 or 5.13 of the Revolving Credit Facility Agreement or Sections 6.9, 6.10 or 6.10B of the Franchise Loan Facility Agreement and (iii) any other Creditor pursuant to the requirements of the Bank Loan Documents guaranty 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;; and (c) Refrain 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 a Default or 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 (dc) above, shall prevent any Creditor from exercising any remedy under its documents that does not exercise a right under the Security Document or constitute a demand for payment under the Existing Guaranties (1or any other guaranty permitted by Section 2.2(b)). For the avoidance of doubt, the Creditors agree that none of the following shall be restricted by the provisions of this Agreement: (i) imposing a default rate of interest in accordance with either of the Bank Note Agreement, the Revolving Credit Agreements Facility Agreement or the Note Franchise Loan Facility Agreement, as applicable, (2ii) ceasing to honor requests for credit extensions of any kind including the issuance, extension or increase of Letters of Credit, (iii) ceasing to continue or make Eurodollar Loans under and as defined in the Revolving Credit Facility Agreement or ceasing to continue or make Adjusted LIBO Rate Loans under and as defined in the Franchise Loan Facility Agreement, (iv) 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 provisions of this Agreement, Agreement or (3v) exercising any right under the Guaranty Agreements or, subject to receiving a direction from the requisite parties required to give directions to the Collateral Agent to realize upon the Collateral pursuant to Section 5.3, any right of setoff, recoupment or similar right; provided that the amounts received pursuant to enforcement of the Guaranty Agreements, or so setoff set-off or recouped shall constitute Collateral for purposes of this Agreement and such the Creditor shall promptly cause such amounts to be delivered to the Collateral Agent to be distributed pursuant to Section 5.10for deposit in the Special Trust Account.

Restrictions on Actions. Each Creditor agrees The Authorized Representatives on behalf of each Senior Secured Party agree that, so long as any Senior Secured Obligations are outstanding, the provisions of this Agreement shall provide the exclusive method by which any Creditor Senior Secured Party (1) may exercise rights and remedies under the Security Documents. For Documents and (2) is entitled to any proceeds of the avoidance of doubtmandatory prepayment provisions set forth in the Credit Agreement, this Agreement shall have no effect whatsoever on the rights or remedies of 2010 Indenture and any Creditor under any credit or note document relating to the Additional Senior Secured Obligations to which it is party other than a Security DocumentAgreement. Therefore, each Creditor Senior Secured Party shall, for the mutual benefit of all CreditorsSenior 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 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 Company or any of their its Affiliates, except for (A) the Guaranty Agreements, (B) for any cash collateral received by the Administrative L/C Issuer or the Bank Agent on behalf of the L/C Issuer, or any other Creditor Senior Secured Party, in each case only pursuant to any requirement of the Bank Loan Documents, (B) any guaranty of the 2010 Senior Secured Notes expressly required pursuant to the requirements terms of the 2010 Indenture Documents, (C) any guaranty of the Bank Obligations expressly required pursuant to any requirement of the Bank Loan Documents or (D) any guaranty of the Additional Senior Note Documents (which cash collateral shall constitute Collateral for purposes of this Agreement) Secured Obligations expressly required by the applicable Additional Senior Secured Agreement and (CE) any security granted to the Collateral Agent for the benefit of all Senior Secured Parties; provided, that in the event that as a result of such grant of security Rule 3-16 of Regulation S-X would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Company due to secure the fact that such Subsidiary’s Capital Stock secures the 2010 Senior Secured Notes, then the security interest in the Capital Stock of such Subsidiary shall be granted only for the benefit of the Senior Secured Obligations for the equal and ratable benefit of all CreditorsParties to whom such grant would not trigger such filing obligations; (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 a Default; and (d) Refrain from accepting any collateral granted under prepayment that is the Collateral Documents as security for obligations owed Net Cash Proceeds of a required mandatory prepayment or offer to such Creditor for obligations other than the Senior Secured Obligations unless the Lien on such collateral is permitted purchase with respect to a Disposition of assets under the terms of the Bank Credit Agreements and Agreement and/or the Note Agreement. 2010 Indenture, as applicable, except as set forth in Section 2.5 herein; provided, however, that nothing contained in subsections (a) through (d) above, shall prevent any Creditor Senior Secured Party from (1) accelerating and demanding repayment of the indebtedness owing to it under the Credit Agreement or the 2010 Indenture, as applicable, (2) imposing a default rate of interest in accordance with either of the Bank Credit Agreements Agreement or the Note Agreement2010 Indenture, as applicable, (23) 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 may, as provided under the provisions of this Agreement, 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 provisions of this AgreementSenior Secured Party, or (34) exercising terminating or assigning any right under the Guaranty Agreements or, subject to receiving Swap Contract or making any payment in connection with a direction from the requisite parties required to give directions to the Collateral Agent to realize upon the Collateral pursuant to Section 5.3, any right of setoff, recoupment Swap Contract or similar right; provided that the amounts received pursuant to enforcement of the Guaranty Agreements, or so setoff or recouped shall constitute Collateral for purposes of this Agreement and such Creditor shall promptly cause such amounts to be delivered to the Collateral Agent to be distributed pursuant to Section 5.10Cash Management 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. 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 (1) selling any Senior Secured Obligations to the Borrower, any Guarantor, or any of their Affiliates and (2) 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, the Term Loan Documents or the Senior Note Documents (which cash collateral shall constitute Collateral for purposes of this Agreement) and (C) any guaranty or security granted to the Collateral Agent to secure the Senior Secured Obligations for the equal and ratable benefit of all Creditors;; and (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 a Default or 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 (dc) above, shall prevent any Creditor from (1) imposing a default rate of interest in accordance with either of the Bank Credit Agreements Agreement, Term Loan Agreement or the Note AgreementAgreements, 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 provisions of this Agreement, Agreement or (3) exercising any right under the Guaranty Agreements or, subject to receiving a direction from the requisite parties required to give directions to the Collateral Agent to realize upon the Collateral pursuant to Section 5.3, or any right of setoff, recoupment or similar right; provided that the amounts received pursuant to enforcement of the Guaranty Agreements, or so setoff or recouped shall constitute Collateral for purposes of this Agreement and such Creditor shall promptly cause such amounts to be delivered to the Collateral Agent to be distributed pursuant to Section 5.10.

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 (1) selling any Senior Secured Obligations to the Borrower, any Guarantor, or any of their Affiliates and (2) 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 guaranty or security granted to the Collateral Agent to secure the Senior Secured Obligations for the equal and ratable benefit of all Creditors;; and (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 a Default or 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 (dc) above, shall prevent any Creditor from (1) imposing a default rate of interest in accordance with either of the Bank Credit Agreements Agreement 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 provisions of this Agreement, Agreement or (3) exercising any right under the Guaranty Agreements or, subject to receiving a direction from the requisite parties required to give directions to the Collateral Agent to realize upon the Collateral pursuant to Section 5.3, or any right of setoff, recoupment or similar right; provided that the amounts received pursuant to enforcement of the Guaranty Agreements, or so setoff or recouped shall constitute Collateral for purposes of this Agreement and such Creditor shall promptly cause such amounts to be delivered to the Collateral Agent to be distributed pursuant to Section 5.10.

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 Agreement or the either 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 provisions of this Agreement, or (3) exercising any right under the Guaranty Agreements or, subject to receiving a direction from the requisite parties required to give directions to the Collateral Agent to realize upon the Collateral pursuant to Section 5.3, any right of setoff, recoupment or similar right; provided that the amounts received pursuant to enforcement of the Guaranty Agreements, or so setoff or recouped shall constitute Collateral for purposes of this Agreement and such Creditor shall promptly cause such amounts to be delivered to the Collateral Agent to be distributed pursuant to Section 5.10.

Restrictions on Actions. Each Creditor Secured Party agrees that, so long as any Senior Secured Obligations are outstandingoutstanding or any Secured Party has any commitment to extend credit in respect thereof pursuant to the terms of the Credit Agreement or the JPMorgan Reimbursement Agreement, the provisions of this Security Agreement shall provide the exclusive method by which any Creditor Secured Party may exercise rights and remedies with respect to the Collateral under the Security Documents. For the avoidance of doubt, this Agreement shall have no effect whatsoever on the rights or remedies of any Creditor Collateral Documents and under any credit or note document applicable law relating to the Senior Secured Obligations to which it is party other than a Security Documentrights and remedies of secured creditors. Therefore, each Creditor Secured Party shall, for the mutual benefit of all CreditorsSecured Parties, except as permitted under this Security Agreement: (a) Refrain refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue any remedy under the Security Collateral Documents, except for delivering notices hereunder; (b) Refrain refrain from (1) selling any Secured Obligations to the Debtor or any Affiliate of the Debtor and (2) accepting any guaranty of, or any other security for, the Senior Secured Obligations from the Borrower, any Guarantor Debtor or any Affiliate of their Affiliates, except for (A) the Guaranty Agreements, (B) any cash collateral received by the Administrative Agent Debtor or any other Creditor pursuant to the requirements of the Bank Loan Documents Person, except any guaranty 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;Secured Parties in the relative priorities set forth herein; and (c) Refrain refrain from exercising any rights or remedies with respect to the Senior Secured Obligations Collateral under the Security 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 an a Default or Event of DefaultDefault or otherwise; 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 (dc) above, above shall prevent any Creditor Secured Party from (1) exercising or enforcing any other right or remedy available to any Secured Party under the Credit Agreement, the other Loan Documents, the JPMorgan Reimbursement Agreement or the other Reimbursement 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 Debtor under the Credit Agreement in accordance with the terms thereof, imposing a default rate of interest in accordance with either of the Bank Credit Agreements Agreement or the Note JPMorgan Reimbursement 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 may, but shall not be obligated to, direct and control any defense directly relating solely to the Collateral Collateral, this Security Agreement or any one or more of the Security Documents but not relating to any CreditorCollateral Document, which shall be governed by the provisions of this Security Agreement. NOTWITHSTANDING THE FOREGOING, or (3) exercising any right under the Guaranty Agreements orNO SECURED PARTY SHALL EXERCISE, subject to receiving a direction from the requisite parties required to give directions to the Collateral Agent to realize upon the Collateral pursuant to Section 5.3OR ATTEMPT TO EXERCISE, any right of setoffANY RIGHT OF SET-OFF, recoupment or similar right; provided that the amounts received pursuant to enforcement of the Guaranty AgreementsBANKER’S LIEN, or so setoff or recouped shall constitute Collateral for purposes of this Agreement and such Creditor shall promptly cause such amounts to be delivered to the Collateral Agent to be distributed pursuant to Section 5.10OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF THE DEBTOR OR ANY OF ITS SUBSIDIARIES HELD OR MAINTAINED BY THE SECURED PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT AND THE CONTROLLING SECURED PARTY.