Common use of Standstill Period; Permitted Enforcement Action Clause in Contracts

Standstill Period; Permitted Enforcement Action. Prior to the Discharge of Revolver Obligations and notwithstanding Section 5.01, both before and during an Insolvency or Liquidation Proceeding after a period of 180 days has elapsed (which period will be tolled during any period in which the Collateral Trustee is not entitled, on behalf of the Revolver Secured Parties, to enforce or exercise any rights or remedies with respect to any Shared Collateral as a result of (a) any injunction issued by a court of competent jurisdiction or (b) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Term Loan Agent has delivered to the Collateral Trustee and the Revolver Agent written notice of the acceleration of any Term Loan Debt (the “Standstill Period”), the Term Loan Agent and the other Term Loan Secured Parties may direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the Term Loan Documents to the contrary, in no event may the Term Loan Agent or any other Term Loan Secured Party direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Collateral Trustee on behalf of the Revolver Secured Parties or any other Revolver Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Shared Collateral (prompt written notice thereof to be given to the Term Loan Agent by the Collateral Trustee); provided, further, that, at any time after the expiration of the Standstill Period, if neither the Collateral Trustee, the Revolver Agent nor any other Revolver Secured Party shall have commenced and be diligently pursuing (or shall have sought, and requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral, and the Collateral Trustee, on behalf of and at the direction of the Term Loan Agent, shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral or any such action or proceeding in respect of such rights and remedies, then for so long as the Collateral Trustee on behalf of the Term Loan Agent is diligently pursuing such rights and remedies, none of any Revolver Secured Party or the Revolver Agent shall take, or direct the Collateral Trustee on their behalf to take any action of a similar nature with respect to such Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period the Revolver Agent may direct the Collateral Trustee to take, on behalf of the Revolver Secured Parties, any of the actions the Term Loan Agent is permitted to direct the Collateral Trustee to take on behalf of the Term Loan Secured Parties during the Standstill Period). Nothing contained in this Section 5.02 shall relieve the Term Loan Agent or any Term Loan Secured party of its obligations under Section 5.05(b).

Standstill Period; Permitted Enforcement Action. Prior to the Discharge of Revolver First-Out Obligations and notwithstanding Section 5.013.01, both before and during an Insolvency or Liquidation Proceeding after a period of 180 150 days has elapsed (which period will be tolled during any period in which the Collateral Trustee First-Out Agent is not entitled, on behalf of the Revolver First-Out Secured Parties, to enforce or exercise any rights or remedies with respect to any Shared Collateral as a result of (a) any injunction issued by a court of competent jurisdiction or (b) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Term Loan Second-Out Agent has delivered to the Collateral Trustee and the Revolver First-Out Agent written notice of the acceleration of any Term Loan Second-Out Debt (the “Standstill Period”), the Term Loan Second-Out Agent and the other Term Loan Second-Out Secured Parties may direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the Term Loan Second-Out Documents to the contrary, in no event may the Term Loan Second-Out Agent or any other Term Loan Second-Out Secured Party direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Collateral Trustee First-Out Agent on behalf of the Revolver First-Out Secured Parties or any other Revolver First-Out Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Shared Collateral (prompt written notice thereof to be given to the Term Loan Second-Out Agent by the Collateral TrusteeFirst-Out Agent); provided, further, that, at any time after the expiration of the Standstill Period, if neither the Collateral Trustee, the Revolver First-Out Agent nor any other Revolver First-Out Secured Party shall have commenced and be diligently pursuing (or shall have sought, and requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral, and the Collateral Trustee, on behalf of and at the direction of the Term Loan Agent, Second-Out Agent shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral or any such action or proceeding in respect of such rights and remedies, then for so long as the Collateral Trustee on behalf of the Term Loan Second-Out Agent is diligently pursuing such rights and remedies, none of any Revolver First-Out Secured Party or the Revolver First-Out Agent shall take, or direct the Collateral Trustee on their behalf to take any action of a similar nature with respect to such Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period the Revolver First-Out Agent may direct the Collateral Trustee to take, on behalf of the Revolver Secured Parties, take any of the actions the Term Loan Second-Out Agent is permitted to direct the Collateral Trustee to take on behalf of the Term Loan Secured Parties during the Standstill Period). Nothing contained in this Section 5.02 3.02 shall relieve the Term Loan Second-Out Agent or any Term Loan Second-Out Secured party of its obligations under Section 5.05(b3.05(b).

Standstill Period; Permitted Enforcement Action. Prior to the Discharge of Revolver Priority Lien Obligations and notwithstanding the foregoing Section 5.013.01, both before and during an Insolvency or Liquidation Proceeding after a period of 180 days has elapsed (which period will be tolled during any period in which the Collateral Trustee Priority Lien Agent is not entitled, on behalf of the Revolver Priority Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Shared Collateral as a result of (aA) any injunction issued by a court of competent jurisdiction or (bB) the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding) since the date on which the Term Loan Second Lien Collateral Agent has delivered to the Collateral Trustee and the Revolver Priority Lien Agent written notice of the acceleration of any Term Loan either Series of the Second Lien Debt (the “Accelerated Series of Second Lien Debt”) (the “Standstill Period”), the Term Loan Second Lien Collateral Agent and the other Term Loan Second Lien Secured Parties in respect of the Accelerated Series of Second Lien Debt may direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the Term Loan Documents to the contraryPeriod, in no event may the Term Loan Second Lien Collateral Agent or any other Term Loan Second Lien Secured Party direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Collateral Trustee Priority Lien Agent on behalf of any or all of the Revolver Priority Lien Secured Parties or any other Revolver Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral or any such action or proceeding (prompt written notice thereof to be given to the Term Loan Agent Second Lien Trustee by the Collateral TrusteePriority Lien Agent); provided, further, that, at any time after the expiration of the Standstill Period, if neither the Collateral Trustee, the Revolver Priority Lien Agent nor any other Revolver Priority Lien Secured Party shall have commenced and be diligently pursuing (or shall have sought, and sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to all or any material portion of the Shared CollateralCollateral or any such action or proceeding, and the Second Lien Collateral Trustee, on behalf of and at the direction of the Term Loan Agent, Agent shall have commenced the enforcement or exercise of any rights or remedies with respect to all or any material portion of the Shared Collateral or any such action or proceeding in respect of such rights and remediesproceeding, then for so long as the Second Lien Collateral Trustee on behalf of the Term Loan Agent is diligently pursuing such rights and or remedies, none of any Revolver Priority Lien Secured Party or the Revolver Agent Priority Lien Agent, shall take, or direct the Collateral Trustee on their behalf to take any action of a similar nature with respect to such Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period the Revolver Agent may direct the Collateral Trustee to take, on behalf of the Revolver Secured Parties, any of the actions the Term Loan Agent is permitted to direct the Collateral Trustee to take on behalf of the Term Loan Secured Parties during the Standstill Period). Nothing contained in this Section 5.02 shall relieve the Term Loan Agent or any Term Loan Secured party of its obligations under Section 5.05(b)proceeding.

Standstill Period; Permitted Enforcement Action. Prior to Notwithstanding the Discharge of Revolver Obligations and notwithstanding foregoing Section 5.013.01, both before and during an Insolvency or Liquidation Proceeding Proceeding, after a period of 180 days has elapsed (which period will be tolled during any period in which the Collateral Trustee Priority Lien Agent is not entitled, on behalf of the Revolver Priority Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Shared Collateral as a result of (ax) any injunction issued by a court of competent jurisdiction or (by) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Term Loan Agent EXXI has delivered to the Collateral Trustee and the Revolver Priority Lien Agent written notice of the acceleration of any Term Loan Debt the Intercompany Note (the “Standstill Period”), the Term Loan Agent and the other Term Loan Secured Parties EXXI may direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the Term Loan Documents to the contraryPeriod, in no event may the Term Loan Agent or any other Term Loan Secured Party direct the Collateral Trustee on their behalf to EXXI (i) enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, or (ii) request that any Grantor grant, and will not accept, any Liens on any Applicable Collateral pursuant to any Second Lien Security Documents, if the Collateral Trustee Priority Lien Agent on behalf of the Revolver Priority Lien Secured Parties or any other Revolver Priority Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Shared Collateral (prompt written notice thereof to be given to the Term Loan Agent by the Collateral Trustee)or any such action or proceeding; provided, further, that, at any time after the expiration of the Standstill Period, if neither the Collateral Trustee, the Revolver Priority Lien Agent nor any other Revolver Priority Lien Secured Party shall have commenced and be diligently pursuing (or shall have sought, and sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared CollateralCollateral or any such action or proceeding, and the Collateral Trustee, on behalf of and at the direction of the Term Loan Agent, EXXI shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral or any such action or proceeding in respect of such rights and remediesproceeding, then for so long as the Collateral Trustee on behalf of the Term Loan Agent EXXI is diligently pursuing such rights and or remedies, none of neither the Priority Lien Agent nor any Revolver Priority Lien Secured Party or the Revolver Agent shall take, or direct the Collateral Trustee on their behalf to take any action of a similar nature with respect to such Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period the Revolver Agent may direct the Collateral Trustee to take, on behalf of the Revolver Secured Parties, any of the actions the Term Loan Agent is permitted to direct the Collateral Trustee to take on behalf of the Term Loan Secured Parties during the Standstill Period). Nothing contained in this Section 5.02 shall relieve the Term Loan Agent or any Term Loan Secured party of its obligations under Section 5.05(b)proceeding.

Standstill Period; Permitted Enforcement Action. Prior to the Discharge of Revolver First-Out Obligations and notwithstanding Section 5.013.01, both before and during an Insolvency or Liquidation Proceeding after a period of 180 150 days has elapsed (which period will be tolled during any period in which the Collateral Trustee First-Out Agent is not entitled, on behalf of the Revolver First-Out Secured Parties, to enforce or exercise any rights or remedies with respect to any Shared Collateral as a result of (a) any injunction issued by a court of competent jurisdiction or (b) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Term Loan Second-Out Agent has delivered to the Collateral Trustee and the Revolver First-Out Agent written notice of the acceleration of any Term Loan Second- Out Debt (the “Standstill Period”), the Term Loan Second-Out Agent and the other Term Loan Second-Out Secured Parties may direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the Term Loan Second-Out Documents to the contrary, in no event may the Term Loan Second-Out Agent or any other Term Loan Second-Out Secured Party direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Collateral Trustee First-Out Agent on behalf of the Revolver First-Out Secured Parties or any other Revolver First-Out Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Shared Collateral (prompt written notice thereof to be given to the Term Loan Second-Out Agent by the Collateral TrusteeFirst-Out Agent); provided, further, that, at any time after the expiration of the Standstill Period, if neither the Collateral Trustee, the Revolver First-Out Agent nor any other Revolver First-Out Secured Party shall have commenced and be diligently pursuing (or shall have sought, and requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral, and the Collateral Trustee, on behalf of and at the direction of the Term Loan Agent, Second-Out Agent shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral or any such action or proceeding in respect of such rights and remedies, then for so long as the Collateral Trustee on behalf of the Term Loan Second-Out Agent is diligently pursuing such rights and remedies, none of any Revolver First-Out Secured Party or the Revolver First-Out Agent shall take, or direct the Collateral Trustee on their behalf to take any action of a similar nature with respect to such Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period the Revolver First-Out Agent may direct the Collateral Trustee to take, on behalf of the Revolver Secured Parties, take any of the actions the Term Loan Second-Out Agent is permitted to direct the Collateral Trustee to take on behalf of the Term Loan Secured Parties during the Standstill Period). Nothing contained in this Section 5.02 3.02 shall relieve the Term Loan Second-Out Agent or any Term Loan Second-Out Secured party of its obligations under Section 5.05(b3.05(b).

Standstill Period; Permitted Enforcement Action. Prior to the Discharge of Revolver Priority Lien Obligations and notwithstanding the foregoing Section 5.013.01, both before and during an Insolvency or Liquidation Proceeding Proceeding: after a period of 180 270 days has elapsed (which period will be tolled during any period in which the Collateral Trustee Priority Lien Agent is not entitled, on behalf of the Revolver Priority Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Shared Collateral as a result of (aA) any injunction issued by a court of competent jurisdiction or (bB) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Term Loan Agent Subordinated Collateral Trustee has delivered to the Collateral Trustee and the Revolver Priority Lien Agent written notice of the acceleration of any Term Loan Subordinated Debt (the “Standstill Period”), the Term Loan Agent Subordinated Collateral Trustee and the other Term Loan Subordinated Secured Parties may direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the Term Loan Documents Subordinated Collateral Trust Agreement to the contrary, in no event may the Term Loan Agent Subordinated Collateral Trustee or any other Term Loan Subordinated Secured Party direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Collateral Trustee Priority Lien Agent on behalf of the Revolver Priority Lien Secured Parties or any other Revolver Priority Lien Secured Party shall have (A) commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Shared Collateral (prompt written notice thereof to be given to the Term Loan Agent by the Collateral Trustee); provided, further, that, at any time after the expiration of the Standstill Period, if neither the Collateral Trustee, the Revolver Agent nor any other Revolver Secured Party shall have commenced and be diligently pursuing (or shall have sought, and requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral, and the Collateral Trustee, on behalf of and at the direction of the Term Loan Agent, shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral or any such action or proceeding in respect or (B) given prompt written notice to the Subordinated Representatives by the Priority Lien Agent of such rights and remedies, then for so long as the Collateral Trustee on behalf of the Term Loan Agent is diligently pursuing such rights and remedies, none of any Revolver Secured Party or the Revolver Agent shall take, or direct the Collateral Trustee on their behalf its intention to take any action of a similar nature with respect to such Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, commence any such action or proceeding described in the preceding clause (provided that during such period the Revolver Agent may direct the Collateral Trustee to take, on behalf of the Revolver Secured Parties, any of the actions the Term Loan Agent is permitted to direct the Collateral Trustee to take on behalf of the Term Loan Secured Parties during the Standstill Period). Nothing contained in this Section 5.02 shall relieve the Term Loan Agent or any Term Loan Secured party of its obligations under Section 5.05(bA).

Standstill Period; Permitted Enforcement Action. Prior to the Discharge of Revolver Priority Lien Obligations and notwithstanding the foregoing Section 5.013.01, both before and during an Insolvency or Liquidation Proceeding after a period of 180 days has elapsed (which period will be tolled during any period in which the Collateral Trustee Priority Lien Agent is not entitled, on behalf of the Revolver Priority Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Shared Collateral as a result of (aA) any injunction issued by a court of competent jurisdiction or (bB) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the later of (1) the date on which the Term Loan Second Lien Debt is accelerated or (2) date on which the Second Lien Agent has delivered to the Collateral Trustee and the Revolver Priority Lien Agent written notice of the acceleration of any Term Loan Second Lien Debt (the “Standstill Period”), the Term Loan Second Lien Agent and the other Term Loan Second Lien Secured Parties may direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the Term Loan Documents to the contrary, in no event may the Term Loan Second Lien Agent or any other Term Loan Second Lien Secured Party direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Collateral Trustee Priority Lien Agent on behalf of the Revolver Priority Lien Secured Parties or any other Revolver Priority Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Shared Collateral or any such action or proceeding (prompt written notice thereof to be given to the Term Loan Second Lien Agent by the Collateral TrusteePriority Lien Agent); provided, further, that, at any time after the expiration of the Standstill Period, if neither the Collateral Trustee, the Revolver Priority Lien Agent nor any other Revolver Priority Lien Secured Party shall have commenced and be diligently pursuing (or shall have sought, and sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared CollateralCollateral or any such action or proceeding, and the Collateral Trustee, on behalf of and at the direction of the Term Loan Agent, Second Lien Agent shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral or any such action or proceeding in respect of such rights and remediesproceeding, then for so long as the Collateral Trustee on behalf of the Term Loan Second Lien Agent is diligently pursuing such rights and or remedies, none of any Revolver Priority Lien Secured Party or the Revolver Priority Lien Agent shall take, or direct the Collateral Trustee on their behalf to take any action of a similar nature with respect to such Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period proceeding; provided, further, that, if the Revolver Agent may direct the Collateral Trustee to take, on behalf of the Revolver Secured Parties, any of the actions the Term Loan Agent is permitted to direct the Collateral Trustee to take on behalf of the Term Loan Secured Parties during the Standstill Period). Nothing contained in this Section 5.02 shall relieve the Term Loan Second Lien Agent or any Term Loan Second Lien Secured party Party exercises rights or remedies in accordance with the terms of its obligations under this Section 5.05(b)3.02, then such Person shall promptly give notice thereof to the Priority Lien Agent.

Standstill Period; Permitted Enforcement Action. Prior to the Discharge of Revolver Priority Lien Obligations and notwithstanding the foregoing Section 5.013.01, both before and during an Insolvency or Liquidation Proceeding after a period of 180 days has elapsed (which period will be tolled during any period in which the Collateral Trustee Priority Lien Agent is not entitled, on behalf of the Revolver Priority Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Shared Collateral as a result of (a) any injunction issued by a court of competent jurisdiction or (b) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Term Loan Second Lien Collateral Agent has delivered to the Collateral Trustee and the Revolver Priority Lien Agent written notice of the acceleration of any Term Loan Second Lien Debt (the “Standstill Period”), the Term Loan Second Lien Collateral Agent and the other Term Loan Second Lien Secured Parties may direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the Term Loan Second Lien Documents to the contrary, in no event may the Term Loan Second Lien Collateral Agent or any other Term Loan Second Lien Secured Party direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Collateral Trustee Priority Lien Agent on behalf of the Revolver Priority Lien Secured Parties or any other Revolver Priority Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Shared Collateral or any such action or proceeding (prompt written notice thereof to be given to the Term Loan Agent Second Lien Representatives by the Collateral TrusteePriority Lien Agent); provided, further, that, at any time after the expiration of the Standstill Period, if neither the Collateral Trustee, the Revolver Priority Lien Agent nor any other Revolver Priority Lien Secured Party shall have commenced and be diligently pursuing (or shall have sought, and sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared CollateralCollateral or any such action or proceeding, and the Second Lien Collateral Trustee, on behalf of and at the direction of the Term Loan Agent, Agent shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral or any such action or proceeding in respect of such rights and remedies, then for so long as the Second Lien Collateral Trustee on behalf of the Term Loan Agent is diligently pursuing such rights and or remedies, none of any Revolver Priority Lien Secured Party or the Revolver Priority Lien Agent shall take, or direct the Collateral Trustee on their behalf to take any action of a similar nature with respect to such Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period the Revolver Priority Lien Agent may direct the Collateral Trustee to take, on behalf of the Revolver Secured Parties, take any of the actions the Term Loan Second Lien Collateral Agent is permitted to direct the Collateral Trustee to take on behalf of the Term Loan Secured Parties during the Standstill Period). Nothing contained in this Section 5.02 3.02 shall relieve the Term Loan Second Lien Collateral Agent or any Term Loan Second Lien Secured party of its obligations under Section 5.05(b3.05(b).

Standstill Period; Permitted Enforcement Action. Prior to the Discharge of Revolver Priority Lien Obligations and notwithstanding the foregoing Section 5.013.01, both before and during an Insolvency or Liquidation Proceeding after a period of 180 days has elapsed (which period will be tolled during any period in which the Collateral Trustee Priority Lien Agent is not entitled, on behalf of the Revolver Priority Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Shared Collateral as a result of (a) any injunction issued by a court of competent jurisdiction or (b) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Term Loan Second Lien Collateral Agent has delivered to the Collateral Trustee and the Revolver Priority Lien Agent written notice of the acceleration of any Term Loan Second Lien Debt (the “Standstill Period”), the Term Loan Second Lien Collateral Agent and the other Term Loan Second Lien Secured Parties may direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the Term Loan Second Lien Documents to the contrary, in no event may the Term Loan Second Lien Collateral Agent or any other Term Loan Second Lien Secured Party direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Collateral Trustee Priority Lien Agent on behalf of the Revolver Priority Lien Secured Parties or any other Revolver Priority Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other Active.18117613.5 stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Shared Collateral or any such action or proceeding (prompt written notice thereof to be given to the Term Loan Agent Second Lien Representatives by the Collateral TrusteePriority Lien Agent); provided, further, that, at any time after the expiration of the Standstill Period, if neither the Collateral Trustee, the Revolver Priority Lien Agent nor any other Revolver Priority Lien Secured Party shall have commenced and be diligently pursuing (or shall have sought, and sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared CollateralCollateral or any such action or proceeding, and the Second Lien Collateral Trustee, on behalf of and at the direction of the Term Loan Agent, Agent shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral or any such action or proceeding in respect of such rights and remedies, then for so long as the Second Lien Collateral Trustee on behalf of the Term Loan Agent is diligently pursuing such rights and or remedies, none of any Revolver Priority Lien Secured Party or the Revolver Priority Lien Agent shall take, or direct the Collateral Trustee on their behalf to take any action of a similar nature with respect to such Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period the Revolver Priority Lien Agent may direct the Collateral Trustee to take, on behalf of the Revolver Secured Parties, take any of the actions the Term Loan Second Lien Collateral Agent is permitted to direct the Collateral Trustee to take on behalf of the Term Loan Secured Parties during the Standstill Period). Nothing contained in this Section 5.02 3.02 shall relieve the Term Loan Second Lien Collateral Agent or any Term Loan Second Lien Secured party of its obligations under Section 5.05(b3.05(b).

Standstill Period; Permitted Enforcement Action. Prior to Notwithstanding the Discharge of Revolver Obligations and notwithstanding foregoing Section 5.013.01, both before and during an Insolvency or Liquidation Proceeding Proceeding, after a period of 180 days has elapsed (which period will be tolled during any period in which the Collateral Trustee Priority Lien Agent is not entitled, on behalf of the Revolver Priority Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Shared Collateral as a result of (ax) any injunction issued by a court of competent jurisdiction or (by) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Term Loan Agent Second Lien Collateral Trustee has delivered to the Collateral Trustee and the Revolver Priority Lien Agent written notice of the acceleration of any Term Loan the Second Lien Debt (the “Standstill Period”), the Term Loan Agent Second Lien Collateral Trustee and the other Term Loan Second Lien Secured Parties may direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the Term Loan Second Lien Documents to the contrary, in no event may the Term Loan Agent Second Lien Collateral Trustee or any other Term Loan Second Lien Secured Party direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Collateral Trustee Priority Lien Agent on behalf of the Revolver Priority Lien Secured Parties or any other Revolver Priority Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to all or any material portion of the Shared Collateral or any such action or proceeding (prompt written notice thereof to be given to the Term Loan Agent Second Lien Representatives by the Second Lien Collateral Trustee); provided, further, that, at any time after the expiration of the Standstill Period, if neither the Collateral Trustee, the Revolver Priority Lien Agent nor any other Revolver Priority Lien Secured Party shall have commenced and be diligently pursuing (or shall have sought, and requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared CollateralCollateral or any such action or proceeding, and the Second Lien Collateral Trustee, on behalf of and at the direction of the Term Loan Agent, Trustee shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral or any such action or proceeding in respect of such rights and remediesproceeding, then for so long as the Second Lien Collateral Trustee on behalf of the Term Loan Agent is diligently pursuing such rights and or remedies, none of neither any Revolver Priority Lien Secured Party or nor the Revolver Priority Lien Agent shall take, or direct the Collateral Trustee on their behalf to take any action of a similar nature (other than a joinder in connection with such action or proceeding as may reasonably be considered necessary to preserve the rights of the Priority Lien Secured Parties therein) with respect to such Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period the Revolver Agent may direct the Collateral Trustee to take, on behalf of the Revolver Secured Parties, any of the actions the Term Loan Agent is permitted to direct the Collateral Trustee to take on behalf of the Term Loan Secured Parties during the Standstill Period). Nothing contained in this Section 5.02 shall relieve the Term Loan Agent or any Term Loan Secured party of its obligations under Section 5.05(b)proceeding.

Standstill Period; Permitted Enforcement Action. Prior to Notwithstanding the Discharge of Revolver Obligations and notwithstanding foregoing Section 5.013.01, both before and during an Insolvency or Liquidation Proceeding Proceeding: Prior to Discharge of Priority Lien Obligations, after a period of 180 150 days has elapsed (which period will be tolled during any period in which the Collateral Trustee Priority Lien Agent is not entitled, on behalf of the Revolver Priority Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Shared Collateral as a result of (aA) any injunction issued by a court of competent jurisdiction or (bB) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Term Loan 1.5 Lien Agent has delivered to the Collateral Trustee and the Revolver Priority Lien Agent written notice of the acceleration of any Term Loan 1.5 Lien Debt (the “Standstill Period”), the Term Loan 1.5 Lien Agent and the other Term Loan 1.5 Lien Secured Parties may direct the Collateral Trustee on their behalf to enforce or exercise any their rights or remedies with respect to any Shared Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the Term Loan Documents 1.5 Lien Collateral Trust Agreement to the contrary, in no event may the Term Loan 1.5 Lien Agent or any other Term Loan 1.5 Lien Secured Party direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Collateral Trustee Priority Lien Agent on behalf of the Revolver Priority Lien Secured Parties or any other Revolver Priority Lien Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Shared Collateral or any such action or proceeding (prompt written notice thereof to be given to the Term Loan Agent 1.5 Lien Representatives by the Collateral TrusteePriority Lien Agent); provided, further, that, at any time after the expiration of the Standstill Period, if neither the Collateral Trustee, the Revolver Priority Lien Agent nor any other Revolver Priority Lien Secured Party shall have commenced and be diligently pursuing (or shall have sought, and sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared CollateralCollateral or any such action or proceeding, and the Collateral Trustee, on behalf of and at the direction of the Term Loan Agent, 1.5 Lien Agent shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral or any such action or proceeding in respect of such rights and remediesproceeding, then for so long as the Collateral Trustee on behalf of the Term Loan 1.5 Lien Agent is diligently pursuing such rights and or remedies, none of any Revolver Priority Lien Secured Party or the Revolver Priority Lien Agent shall take, or direct the Collateral Trustee on their behalf to take any action of a similar nature with respect to such Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period the Revolver Agent may direct the Collateral Trustee to take, on behalf of the Revolver Secured Parties, any of the actions the Term Loan Agent is permitted to direct the Collateral Trustee to take on behalf of the Term Loan Secured Parties during the Standstill Period). Nothing contained in this Section 5.02 shall relieve the Term Loan Agent or any Term Loan Secured party of its obligations under Section 5.05(b).proceeding; and

Standstill Period; Permitted Enforcement Action. Prior to the Discharge of Revolver Obligations and notwithstanding Section 5.01, both before and during an Insolvency or Liquidation Proceeding Proceeding, after a period of 180 days has elapsed (which period will be tolled during any period in which the Collateral Trustee is not entitled, on behalf of the Revolver Secured Parties, to enforce or exercise any rights or remedies with respect to any Shared Collateral as a result of (a) any injunction issued by a court of competent jurisdiction or (b) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Term Loan Controlling FLLO Agent has delivered to the Collateral Trustee and the Revolver Agent written notice of the acceleration of any Term Loan FLLO Debt (the “Standstill Period”), the Term Loan Controlling FLLO Agent (on behalf of itself and the other FLLO Secured Parties) may, and if the Controlling FLLO Agent is the Original Term Loan Secured Parties may Agent, acting at the written direction of the Required Term Loan Lenders, shall, direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the Term Loan FLLO Documents to the contrary, in no event may the Term Loan Controlling FLLO Agent or any other Term Loan FLLO Secured Party direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Collateral Trustee on behalf of the Revolver Secured Parties or any other Revolver Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Shared Collateral (prompt written notice thereof to be given to the Term Loan Controlling FLLO Agent by the Collateral Trustee); provided, further, that, at any time after the expiration of the Standstill Period, if neither the Collateral Trustee, the Revolver Agent nor any other Revolver Secured Party shall have commenced and be diligently pursuing (or shall have sought, and requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral, and the Collateral Trustee, on behalf of and Trustee at the direction of the Controlling FLLO Agent (on behalf of itself and each other FLLO Secured Party), if the Controlling FLLO Agent is the Original Term Loan Agent, acting at the written direction of the Required Term Loan Lenders, shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral or any such action or proceeding in respect of such rights and remedies, then for so long as the Collateral Trustee on behalf of the Term Loan Controlling FLLO Agent is diligently pursuing such rights and remedies, none of any Revolver Secured Party or the Revolver Agent shall take, or direct the Collateral Trustee on their behalf to take any action of a similar nature with respect to such Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period the Revolver Agent may direct the Collateral Trustee to take, on behalf of the Revolver Secured Parties, any of the actions the Term Loan Controlling FLLO Agent is permitted to direct the Collateral Trustee to take on behalf of the Term Loan FLLO Secured Parties during the Standstill Period). Nothing contained in this Section 5.02 shall relieve the Term Loan Agent FLLO Agents or any Term Loan FLLO Secured party of its obligations under Section 5.05(b).

Standstill Period; Permitted Enforcement Action. Prior to Notwithstanding the Discharge of Revolver Obligations and notwithstanding foregoing Section 5.013.01, both before and during an Insolvency or Liquidation Proceeding Proceeding, after a period of 180 days has elapsed (which period will be tolled during any period in which the Collateral Trustee Priority Lien Agent is not entitled, on behalf of the Revolver Priority Lien Secured Parties, to enforce or exercise any rights or remedies with respect to any Shared Collateral as a result of (ax) any injunction issued by a court of competent jurisdiction or (by) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Term Loan Agent Second Lien Collateral Trustee has delivered to the Collateral Trustee and the Revolver Priority Lien Agent written notice of the acceleration occurrence of any Term Loan Debt default under any Second Lien Document entitling the Second Lien Collateral Trustee to foreclose upon, collect or otherwise enforce its Liens under any Second Lien Security Document (the “Standstill Period”), the Term Loan Agent Second Lien Collateral Trustee and the other Term Loan Second Lien Secured Parties may direct may, in accordance with the Second Lien Collateral Trustee on their behalf to Trust Agreement enforce or exercise any rights or remedies with respect to any Shared Collateral; provided, however however, that such notice shall be deemed an acceleration of the Second Lien Debt; provided, further that notwithstanding the expiration of the Standstill Period or anything in the Term Loan Documents Second Lien Collateral Trust Agreement to the contrary, in no event may the Term Loan Agent Second Lien Collateral Trustee or any other Term Loan Second Lien Secured Party direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Collateral Trustee Priority Lien Agent on behalf of the Revolver Priority Lien Secured Parties or any other Revolver Priority Lien Secured Party shall have commenced, commenced and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Shared Collateral (prompt written notice thereof to be given to the Term Loan Agent by the Collateral Trustee); provided, further, that, at any time after the expiration of the Standstill Period, if neither the Collateral Trustee, the Revolver Agent nor any other Revolver Secured Party shall have commenced and be diligently pursuing (or shall have sought, and requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to all or any material portion of the Shared Collateral, and the Collateral Trustee, on behalf of and at the direction of the Term Loan Agent, shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral or any such action or proceeding in respect of such rights and remedies, then for so long as the Collateral Trustee on behalf of the Term Loan Agent is diligently pursuing such rights and remedies, none of any Revolver Secured Party or the Revolver Agent shall take, or direct the Collateral Trustee on their behalf to take any action of a similar nature with respect to such Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period the Revolver Agent may direct the Collateral Trustee to take, on behalf of the Revolver Secured Parties, any of the actions the Term Loan Agent is permitted to direct the Collateral Trustee to take on behalf of the Term Loan Secured Parties during the Standstill Period). Nothing contained in this Section 5.02 shall relieve the Term Loan Agent or any Term Loan Secured party of its obligations under Section 5.05(b)proceeding.

Standstill Period; Permitted Enforcement Action. Prior to the Discharge of Revolver First-Out Obligations and notwithstanding Section 5.013.01, both before and during an Insolvency or Liquidation Proceeding after a period of 180 150 days has elapsed (which period will be tolled during any period in which the Collateral Trustee First-Out Agent is not entitled, on behalf of the Revolver First-Out 19560366.30 Secured Parties, to enforce or exercise any rights or remedies with respect to any Shared Collateral as a result of (a) any injunction issued by a court of competent jurisdiction or (b) the automatic stay or any other stay in any Insolvency or Liquidation Proceeding) since the date on which the Term Loan Second-Out Agent has delivered to the Collateral Trustee and the Revolver First-Out Agent written notice of the acceleration of any Term Loan Second-Out Debt (the “Standstill Period”), the Term Loan Second-Out Agent and the other Term Loan Second-Out Secured Parties may direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral; provided, however that notwithstanding the expiration of the Standstill Period or anything in the Term Loan Second-Out Documents to the contrary, in no event may the Term Loan Second-Out Agent or any other Term Loan Second-Out Secured Party direct the Collateral Trustee on their behalf to enforce or exercise any rights or remedies with respect to any Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding, if the Collateral Trustee First-Out Agent on behalf of the Revolver First-Out Secured Parties or any other Revolver First-Out Secured Party shall have commenced, and shall be diligently pursuing (or shall have sought or requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof), the enforcement or exercise of any rights or remedies with respect to the Shared Collateral (prompt written notice thereof to be given to the Term Loan Second-Out Agent by the Collateral TrusteeFirst-Out Agent); provided, further, that, at any time after the expiration of the Standstill Period, if neither the Collateral Trustee, the Revolver First-Out Agent nor any other Revolver First-Out Secured Party shall have commenced and be diligently pursuing (or shall have sought, and requested relief from, or modification of, the automatic stay or any other stay or other prohibition in any Insolvency or Liquidation Proceeding to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral, and the Collateral Trustee, on behalf of and at the direction of the Term Loan Agent, Second-Out Agent shall have commenced the enforcement or exercise of any rights or remedies with respect to any material portion of the Shared Collateral or any such action or proceeding in respect of such rights and remedies, then for so long as the Collateral Trustee on behalf of the Term Loan Second-Out Agent is diligently pursuing such rights and remedies, none of any Revolver First-Out Secured Party or the Revolver First-Out Agent shall take, or direct the Collateral Trustee on their behalf to take any action of a similar nature with respect to such Shared Collateral, or commence, join with any Person at any time in commencing, or petition for or vote in favor of any resolution for, any such action or proceeding (provided that during such period the Revolver First-Out Agent may direct the Collateral Trustee to take, on behalf of the Revolver Secured Parties, take any of the actions the Term Loan Second-Out Agent is permitted to direct the Collateral Trustee to take on behalf of the Term Loan Secured Parties during the Standstill Period). Nothing contained in this Section 5.02 3.02 shall relieve the Term Loan Second-Out Agent or any Term Loan Second-Out Secured party of its obligations under Section 5.05(b3.05(b).