Common use of Standstill Provisions Clause in Contracts

Standstill Provisions. Notwithstanding any rights or remedies available to the Guarantied Party under this Guaranty, applicable law or otherwise, but subject to the last sentence of this subsection 5.1(b), prior to the time when the Senior Lender Parties shall have received payment in full of all Senior Debt, neither the Guarantied Party nor the RCT shall, directly or indirectly take any Enforcement Action; provided, however, that, so long as no Senior Default has occurred and is continuing, the Guarantied Party may receive the payments required to be made pursuant to Section 2.1 as and when due. This Section 5.1(b) shall not be construed to in any way limit or impair the right of (A) the Guarantied Party to join (but not control in any way) any foreclosure or other judicial lien enforcement proceeding with respect to the Collateral initiated by Senior Lender Parties, so long as it does not delay or interfere with the exercise by Senior Lender Parties of their respective rights as provided in this Section 5, (B) the Guarantied Party’s right to receive any remaining proceeds of Collateral after payment in full of all Senior Debt, or (C) the Guarantied Party to demand payment of the Guarantied Obligations, or xxx for payment of the Guarantied Obligations, so long as no such action constitutes an Enforcement Action. Notwithstanding the foregoing, to the extent that any of the Guarantied Obligations are not paid by the Guarantor when due under Section 2.1, the RCT reserves the right, on or after the later of the applicable due date and one hundred and twenty (120) days after the RCT has provided notice that such payment will be due (including the calculation of the amount due by the Guarantor) to the Guarantor, the Agent and the Second Lien Agent, to commence and complete litigation to collect such payment; provided, however, that, so long as the Guarantor has taken all actions permitted pursuant to the terms of the Senior Debt Documents to make such payment (including, without limitation, incurring additional revolving borrowings to the extent available under the Senior Debt Documents), the Guarantied Party shall not take any other Enforcement Action or proceed or seek to proceed against the Collateral in any manner.

Standstill Provisions. Notwithstanding any rights or remedies available to (a) Until the Guarantied Party under this GuarantyDischarge of the First Lien Obligations has occurred, applicable law or otherwisethe Second Lien Agent, but subject to on behalf of itself and the last sentence of this subsection 5.1(b)other Second Lien Secured Parties, prior to agrees that the time when the Senior Lender Second Lien Secured Parties shall have received payment in full not, without the prior written consent of all Senior DebtFirst Lien Agent, neither the Guarantied Party nor the RCT shall, directly or indirectly take any Enforcement Action; provided, however, that, so long as no Senior Default has occurred and is continuing, the Guarantied Party may receive the payments required to be made pursuant to Section 2.1 as and when due. This Section 5.1(b) shall not be construed to in any way limit or impair the right of (A) the Guarantied Party to join (but not control in any way) any foreclosure or other judicial lien enforcement proceeding Action with respect to the Collateral initiated by Senior Lender Parties, so long as it does not delay or interfere with the exercise by Senior Lender Parties of their respective rights as provided in this Section 5, (B) the Guarantied Party’s right to receive any remaining proceeds of Collateral after payment in full of all Senior Debt, or (C) the Guarantied Party to demand payment of the Guarantied Obligations, or xxx for payment of the Guarantied Obligations, so long as no such action constitutes an Enforcement Action. Notwithstanding the foregoing, to the extent that any of the Guarantied Second Lien Obligations are not or any of the Collateral. The Second Lien Agent, on behalf of itself and the other Second Lien Secured Parties, agrees that any proceeds of any Enforcement Action or any Distributions obtained, received or acquired by any Second Lien Secured Party in violation of this Agreement shall be held in trust by such Second Lien Secured Party for the benefit of the First Lien Agent and the other First Lien Secured Parties and promptly paid by or delivered to the Guarantor when due under Section 2.1First Lien Agent for the benefit of First Lien Secured Parties in the exact form received with any necessary endorsements until the Discharge of the First Lien Obligations shall have occurred. (b) Until the Discharge of the First Lien Obligations and the Discharge of the Second Lien Obligations have occurred, the RCT reserves the rightThird Lien Agent, on or after behalf of itself and the later other Third Lien Secured Parties, agrees that the Third Lien Secured Parties shall not, without the prior written consent of the applicable due date and one hundred and twenty (120) days after the RCT has provided notice that such payment will be due (including the calculation of the amount due by the Guarantor) to the Guarantor, the First Lien Agent and the Second Lien Agent, to commence and complete litigation to collect such payment; provided, however, that, so long as the Guarantor has taken all actions permitted pursuant take any Enforcement Action with respect to the terms any of the Senior Debt Documents to make such payment (includingThird Lien Obligations or any of the Collateral. The Third Lien Agent, without limitationon behalf of itself and the other Third Lien Secured Parties, incurring additional revolving borrowings to the extent available under the Senior Debt Documents), the Guarantied Party shall not take agrees that any other proceeds of any Enforcement Action or proceed any Distributions obtained, received or seek acquired by any Third Lien Secured Party in violation of this Agreement shall be held in trust by such Third Lien Secured Party for the benefit of the First Lien Agent and the other First Lien Secured Parties and the Second Lien Agent and the other Second Lien Secured Parties and promptly paid or delivered (a) to proceed against the Collateral First Lien Agent for the benefit of First Lien Secured Parties in the exact form received with any mannernecessary endorsements until the Discharge of the Second Lien Obligations shall have occurred, and (b) after the Discharge of the First Lien Obligations has occurred and before the Discharge of the Second Lien Obligations has occurred, to the Second Lien Agent for the benefit of the Second Lien Secured Parties in the exact form received with any necessary endorsements.

Standstill Provisions. Notwithstanding any rights or remedies available to (a) The standstill period (the Guarantied Party under this Guaranty, applicable law or otherwise, but subject to “Standstill Period”) begins on the last sentence date of this subsection 5.1(b), Agreement and shall extend until the date that is ten (10) business days prior to the time when deadline for the Senior Lender Parties shall have received payment in full submission of all Senior Debtstockholder nominations for directors for the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”), neither pursuant to the Guarantied Party Company’s Amended and Restated By-Laws (the “By-Laws”); provided that (i) if the Company does not achieve a positive Pre-Tax Profit (as hereinafter defined) for fiscal year 2021 or (ii) if the Company notifies the MRMP Stockholders that it does not intend to nominate any of Messrs. Xxxxxx, Xxxxxxx or XxXxxxxxx (or replacement nominees satisfactory to the MRMP Stockholders) for election to the Board at the 2022 Annual Meeting, or if the Company proposes to expand the Board above seven members, then the Standstill Period will terminate upon the date that is ten (10) business days prior to the deadline for the submission of stockholder nominations for directors for the 2022 Annual Meeting; provided, further, that the Company will notify the MRMP Stockholders if it does not intend to nominate any of Messrs. Xxxxxx, Xxxxxxx or XxXxxxxxx for election to the Board at the 2022 Annual Meeting, or if the Company proposes to expand the Board above seven members, not later than ten (10) business days prior to the deadline for the submission of stockholder nominations for directors for the 2022 Annual Meeting, pursuant to the By-Laws. The MRMP Stockholders agree that during the Standstill Period, none of the MRMP Stockholders nor any of their respective Affiliates will, and each of the RCT shallMRMP Stockholders will cause each their respective Affiliates not to, directly or indirectly take any Enforcement Action; providedindirectly, however, that, so long as no Senior Default has occurred and is continuing, the Guarantied Party may receive the payments required to be made pursuant to Section 2.1 as and when due. This Section 5.1(b) shall not be construed to in any way limit manner, alone or impair in concert with others, without prior written consent, invitation, approval or authorization of the right of Board or except as otherwise provided for in this Agreement: (Ai) the Guarantied Party to join (but not control make, participate in or propose any way) tender or exchange offer for any foreclosure Company Securities or any merger, consolidation, acquisition, business combination, recapitalization, restructuring, liquidation, dissolution or other judicial lien enforcement proceeding similar extraordinary transaction involving the Company or any of its subsidiaries or its or their securities or assets; (ii) make any private proposal, alone or in concert with others, that would reasonably be expected to require the Company or the MRMP Stockholders to make public disclosure (of any kind); (iii) engage in a “solicitation” of “proxies” (as such terms are defined under the Exchange Act), votes or written consents of stockholders or security holders with respect to the Collateral initiated by Senior Lender Parties, so long as it does not delay or interfere with the exercise by Senior Lender Parties of their respective rights as provided in this Section 5, (B) the Guarantied Party’s right to receive any remaining proceeds of Collateral after payment in full of all Senior Debtto, or (C) from the Guarantied Party to demand payment of the Guarantied Obligationsholders of, or xxx for payment of the Guarantied Obligations, so long as no such action constitutes an Enforcement Action. Notwithstanding the foregoing, to the extent that any of the Guarantied Obligations are not paid by the Guarantor when due under Section 2.1, the RCT reserves the right, on or after the later of the applicable due date and one hundred and twenty (120) days after the RCT has provided notice that such payment will be due Company Securities (including the calculation of the amount due by the Guarantor) to the Guarantora “withhold” or similar campaign), the Agent and the Second Lien Agentfor any purpose, to commence and complete litigation to collect such payment; provided, however, that, so long as the Guarantor has taken all actions permitted pursuant to the terms of the Senior Debt Documents to make such payment (including, without limitation, incurring additional revolving borrowings the election or appointment of individuals to the extent available Board or to approve or vote in favor or against stockholder proposals, resolutions or motions, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Senior Debt Documents)Exchange Act) in any contested “solicitation” of proxies, votes or written consents for any purpose, including, without limitation, the Guarantied Party shall not take election or appointment of directors with respect to the Company (as such terms are defined under the Exchange Act) (other than a “solicitation” or acting as a “participant” in support of the nominees of the Board at any stockholder meeting or providing such encouragement, advice or influence that is consistent with the Board’s recommendation in connection with such director nominees or other proposals, resolutions or motions, pursuant to this Agreement or otherwise); (iv) except as specifically set forth in this Agreement, seek any additional representation on the Board, seek the removal of any member of the Board or encourage any person to submit nominees in furtherance of a contested election; (v) make any request for a stockholder list of materials or any other Enforcement Action books and records of the Company under Section 220 of the Delaware General Corporation Law or proceed otherwise; (vi) except as specifically set forth in this Agreement, present at any annual meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal, resolution or motion for consideration for action by stockholders or seek to proceed against call any meeting of stockholders of the Collateral Company; (vii) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any mannerannual meeting or special meeting of stockholders or to the MRMP Stockholders’ Affiliates, who are subject to the restrictions set forth in this Section 2, or as otherwise expressly permitted by Section 1(b)(iv)(3) above) inconsistent with the terms of this Agreement or deposit any Company Securities in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual or special meeting or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts, swap agreements and the like, and any arrangements solely among the MRMP Stockholders); (viii) except as specifically set forth in this Agreement, make any public disclosure, announcement, statement, proposal, plan or request with respect to: (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals relating to any change in the number or term of directors or the filling of any vacancies on the Board, (B) any material change in the business, capitalization, stock repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, compensation, business, corporate or governance structure, (D) any waiver, amendment or modification to the Company’s Certificate of Incorporation or the By-Laws, (E) causing a class of Company Securities to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or (F) causing a class of equity Company Securities to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; provided, that the foregoing shall not prevent any of the Director Nominees from discussing any of the matters set forth in this Section 2(a)(viii) in private meetings of the Board while serving as a director in the exercise of his fiduciary duties to the Company or its stockholders. (ix) form, join or act in concert with any person, partnership, limited partnership, syndicate or other group, including a “group” as defined pursuant to Section 13(d) of the Exchange Act with respect to any Company Securities, other than solely with other MRMP Stockholders and Affiliates of the MRMP Stockholders, with respect to the Company Securities now or hereafter owned by them; (x) make any public disclosure, announcement, plan or request involving the Company, its management, business, policies or the Board; provided that the MRMP Stockholders may file with the SEC amendments to their Schedule 13D; (xi) make any request or submit any proposal to amend or waive the terms of this Agreement, which could reasonably be expected to require a public announcement or disclosure of such a request or proposal; or (xii) enter into any agreements or understandings (whether written or oral) with any third party to take any action with respect to any of the foregoing, or facilitate, knowingly assist, finance, knowingly encourage or seek to persuade any third party to take any action the MRMP Stockholders are prohibited from taking pursuant to this Section 2. (b) Nothing in this Section 2 shall be deemed to limit the exercise in good faith by any of Director Nominees designated by the MRMP Stockholders (or their replacement designees) of their fiduciary duties or rights in their capacity as directors of the Company or from participating in discussions and determinations of the Board.

Standstill Provisions. Notwithstanding any rights or remedies available to the Guarantied Party under this Guaranty, applicable law or otherwise, but subject to the last sentence (a) For purposes of this subsection 5.1(b)Agreement, the “Standstill Period” shall mean the period from the date of this Agreement until 12:01 a.m. on the earlier of (i) the twentieth day prior to the advance notice deadline set forth in the Company’s Bylaws for stockholders making director nominations at the Company’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) (the “Initial Expiration Time”) and (ii) the day on which the last remaining Macellum Designee (or Replacement) no longer serves as a member of the Board (which shall include the effective date and time when of any resignation from the Senior Lender Parties shall have received payment Board delivered in full of all Senior Debt, neither writing by the Guarantied Party nor the RCT shall, directly Macellum Designee (or indirectly take any Enforcement ActionReplacement)); provided, however, that, if all Macellum Designees (including any Replacement) have not ceased to be a member of the Board as of the Initial Expiration Time, the Standstill Period shall end on the earlier of (i) the twentieth day prior to the advance notice deadline set forth in the Company’s Bylaws for stockholders for making director nominations at the 2018 Annual Meeting of Stockholders and (ii) the day on which the last remaining Macellum Designee (or Replacement) no longer serves as a member of the Board (which shall include the effective date and time of any resignation from the Board delivered in writing by the Macellum Designee (or Replacement)). (b) Notwithstanding anything to the contrary in this Section 4, the Company agrees that, for so long as no Senior Default has occurred and is continuingany of the Macellum Designees (or any of their Replacements) are on the Board: (i) the Board shall promptly notify Macellum in writing of its decision not to nominate any Macellum Designee for election at the 2017 Annual Meeting or any subsequent annual meeting of stockholders (which written notice, the Guarantied Party may receive the payments required to be made pursuant to Section 2.1 as and when due. This Section 5.1(b) if any, shall in any event not be construed delivered any later than twenty days prior to in any way limit or impair the right of advance notice deadline for stockholders making director nominations at such upcoming annual meeting), and (ii) the Board shall take all appropriate action to (A) provide Macellum with at least a twenty-day period from the Guarantied time Macellum is notified in writing that any of the Macellum Designees have not been so nominated to comply with the advance notice provisions for nominations of directors by stockholders contained in the Bylaws at such upcoming annual meeting and (B) cause such upcoming annual meeting not to be held prior to 90 days following the time Macellum is notified that any of the Macellum Designees has not been so nominated. (c) During the Standstill Period, Macellum shall not, directly or indirectly, and Macellum shall cause each Macellum Affiliate under the control of Macellum not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Macellum Designees acting solely in their capacities as a director of the Company consistent with their fiduciary duties to the Company): (i) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any Third Party to join (but not control in any way) “solicitation” of any foreclosure proxy, consent or other judicial lien enforcement proceeding authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter); (ii) encourage, advise or influence any other person or assist any Third Party in so encouraging, assisting or influencing any person with respect to the Collateral initiated giving or withholding of any proxy, consent or other authority to vote or in conducting any type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter); (iii) form or join in a partnership, limited partnership, syndicate or other group, including a “group” as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (for the avoidance of doubt, excluding any group composed solely of Macellum and their Affiliates) or otherwise seek, support, encourage or participate in any effort by Senior Lender Partiesa Third Party with respect to the matters set forth in clauses (i) through (xiii) of this Section 4(c); (iv) present at any annual meeting or any special meeting of the Company’s stockholders any proposal for consideration for action by stockholders or seek the removal of any member of the Board or (except as explicitly permitted by this Agreement with respect to a Replacement and other than through action at the Board by a Macellum Designee acting in his or her capacity as such) propose any nominee for election to the Board or seek representation on the Board; (v) other than in Rule 144 open market broker sale transactions where the identity of the purchaser is not known and in underwritten widely dispersed public offerings, so long as it does sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Macellum to any person or entity not delay a party to this agreement (a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or interfere otherwise having any Beneficial Ownership or other ownership interest in the aggregate of 5% or more of the shares of Voting Securities outstanding at such time or would increase the Beneficial Ownership or other ownership interest of any Third Party who, together with its Affiliates, has a Beneficial Ownership or other ownership interest in the exercise aggregate of 5% or more of the shares of Voting Securities outstanding at such time, except in each case in a transaction approved by Senior Lender Parties the Board; (vi) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of their respective rights stockholders) or deposit any Voting Securities of the Company in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual meeting except as provided in Section 4(d) of this Agreement, special meeting of stockholders or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like); (vii) make any request for stockholder list materials or other books and records of the Company under Section 5220 of the Delaware General Corporation Law or otherwise; (viii) make, or cause to be made, any statement or announcement that relates to and constitutes an ad hominem attack on, or relates to and otherwise disparages, the Company, its officers or its directors or any person who has served as an officer or director of the Company in the past, or who serves on or following the date of this Agreement as an officer or director of the Company: (a) in any document or report filed with or furnished to the SEC or any other governmental agency, (Bb) the Guarantied Party’s right to receive in any remaining proceeds of Collateral after payment in full of all Senior Debtpress release or other publicly available format, or (Cc) the Guarantied Party to demand payment any analyst, journalist or member of the Guarantied Obligationsmedia (including without limitation, in a television, radio, newspaper or xxx for payment magazine interview) (and the Company agrees that this Section 4(c)(viii) shall apply mutatis mutandis to the Company and its directors and officers with respect to Macellum); (ix) other than litigation by Macellum to enforce the provisions of this Agreement, institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions); (x) without the prior approval of the Guarantied ObligationsBoard, so long separately or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as no broker or agent for compensation, propose (publicly, privately or to the Company) or participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization or other business combination involving the Company or a material amount of the assets or businesses of the Company (collectively, an “Extraordinary Transaction”) or encourage, initiate or support any other Third Party in any such action constitutes an Enforcement Actionactivity. Notwithstanding the foregoing, the Company agrees that Macellum shall not be deemed to be in breach of this Agreement in the event that a Macellum Designee receives an unsolicited inquiry regarding a potential transaction proposed by a Third Party, does not engage in any negotiations or substantive discussions without the prior approval of the Board and promptly apprises the Chair of the Board of the foregoing; (xi) purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of any Voting Securities if, in any such case, immediately after the taking of such action, Macellum would, in the aggregate, collectively Beneficially Own an amount that would equal or exceed 15% of the then outstanding shares of Common Stock; (xii) enter into any negotiations, agreements, arrangements or understandings with any Third Party with respect to the extent matters set forth in this Section 4; or (xiii) take any action that would cause or require the Company to make public disclosure of any of the Guarantied Obligations are not paid foregoing or request, directly or indirectly, any amendment or waiver of this Agreement in a manner that would reasonably likely require public disclosure by Macellum or the Guarantor when due under Section 2.1, the RCT reserves the right, on or after the later of the applicable due date and one hundred and twenty (120) days after the RCT has provided notice that such payment will be due (including the calculation of the amount due by the Guarantor) to the Guarantor, the Agent and the Second Lien Agent, to commence and complete litigation to collect such payment; provided, however, that, so long as the Guarantor has taken all actions permitted pursuant to the terms of the Senior Debt Documents to make such payment (including, without limitation, incurring additional revolving borrowings to the extent available under the Senior Debt Documents), the Guarantied Party shall not take any other Enforcement Action or proceed or seek to proceed against the Collateral in any mannerCompany.

Standstill Provisions. Notwithstanding any rights or remedies available to (a) The standstill period (the Guarantied Party under this Guaranty, applicable law or otherwise, but subject to “Standstill Period”) begins on the last sentence date of this subsection 5.1(b), Agreement and shall extend until the date that is ten (10) business days prior to the time when deadline for the Senior Lender Parties shall have received payment in full submission of all Senior Debtstockholder nominations for directors for the Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”), neither pursuant to the Guarantied Party Company’s Amended and Restated By-Laws (the “By-Laws”); provided that (i) if the Company does not achieve a positive Pre-Tax Profit (as hereinafter defined) for fiscal year 2021 or (ii) if the Company notifies the MRMP Stockholders that it does not intend to nominate any of Messrs. Txxxxx, Wxxxxxx or MxXxxxxxx (or replacement nominees satisfactory to the MRMP Stockholders) for election to the Board at the 2022 Annual Meeting, or if the Company proposes to expand the Board above seven members, then the Standstill Period will terminate upon the date that is ten (10) business days prior to the deadline for the submission of stockholder nominations for directors for the 2022 Annual Meeting; provided, further, that the Company will notify the MRMP Stockholders if it does not intend to nominate any of Messrs. Txxxxx, Wxxxxxx or MxXxxxxxx for election to the Board at the 2022 Annual Meeting, or if the Company proposes to expand the Board above seven members, not later than ten (10) business days prior to the deadline for the submission of stockholder nominations for directors for the 2022 Annual Meeting, pursuant to the By-Laws. The MRMP Stockholders agree that during the Standstill Period, none of the MRMP Stockholders nor any of their respective Affiliates will, and each of the RCT shallMRMP Stockholders will cause each their respective Affiliates not to, directly or indirectly take any Enforcement Action; providedindirectly, however, that, so long as no Senior Default has occurred and is continuing, the Guarantied Party may receive the payments required to be made pursuant to Section 2.1 as and when due. This Section 5.1(b) shall not be construed to in any way limit manner, alone or impair in concert with others, without prior written consent, invitation, approval or authorization of the right of Board or except as otherwise provided for in this Agreement: (Ai) the Guarantied Party to join (but not control make, participate in or propose any way) tender or exchange offer for any foreclosure Company Securities or any merger, consolidation, acquisition, business combination, recapitalization, restructuring, liquidation, dissolution or other judicial lien enforcement proceeding similar extraordinary transaction involving the Company or any of its subsidiaries or its or their securities or assets; (ii) make any private proposal, alone or in concert with others, that would reasonably be expected to require the Company or the MRMP Stockholders to make public disclosure (of any kind); (iii) engage in a “solicitation” of “proxies” (as such terms are defined under the Exchange Act), votes or written consents of stockholders or security holders with respect to the Collateral initiated by Senior Lender Parties, so long as it does not delay or interfere with the exercise by Senior Lender Parties of their respective rights as provided in this Section 5, (B) the Guarantied Party’s right to receive any remaining proceeds of Collateral after payment in full of all Senior Debtto, or (C) from the Guarantied Party to demand payment of the Guarantied Obligationsholders of, or xxx for payment of the Guarantied Obligations, so long as no such action constitutes an Enforcement Action. Notwithstanding the foregoing, to the extent that any of the Guarantied Obligations are not paid by the Guarantor when due under Section 2.1, the RCT reserves the right, on or after the later of the applicable due date and one hundred and twenty (120) days after the RCT has provided notice that such payment will be due Company Securities (including the calculation of the amount due by the Guarantor) to the Guarantora “withhold” or similar campaign), the Agent and the Second Lien Agentfor any purpose, to commence and complete litigation to collect such payment; provided, however, that, so long as the Guarantor has taken all actions permitted pursuant to the terms of the Senior Debt Documents to make such payment (including, without limitation, incurring additional revolving borrowings the election or appointment of individuals to the extent available Board or to approve or vote in favor or against stockholder proposals, resolutions or motions, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Senior Debt Documents)Exchange Act) in any contested “solicitation” of proxies, votes or written consents for any purpose, including, without limitation, the Guarantied Party shall not take election or appointment of directors with respect to the Company (as such terms are defined under the Exchange Act) (other than a “solicitation” or acting as a “participant” in support of the nominees of the Board at any stockholder meeting or providing such encouragement, advice or influence that is consistent with the Board’s recommendation in connection with such director nominees or other proposals, resolutions or motions, pursuant to this Agreement or otherwise); (iv) except as specifically set forth in this Agreement, seek any additional representation on the Board, seek the removal of any member of the Board or encourage any person to submit nominees in furtherance of a contested election; (v) make any request for a stockholder list of materials or any other Enforcement Action books and records of the Company under Section 220 of the Delaware General Corporation Law or proceed otherwise; (vi) except as specifically set forth in this Agreement, present at any annual meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal, resolution or motion for consideration for action by stockholders or seek to proceed against call any meeting of stockholders of the Collateral Company; (vii) grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any mannerannual meeting or special meeting of stockholders or to the MRMP Stockholders’ Affiliates, who are subject to the restrictions set forth in this Section 2, or as otherwise expressly permitted by Section 1(b)(iv)(3) above) inconsistent with the terms of this Agreement or deposit any Company Securities in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual or special meeting or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts, swap agreements and the like, and any arrangements solely among the MRMP Stockholders); (viii) except as specifically set forth in this Agreement, make any public disclosure, announcement, statement, proposal, plan or request with respect to: (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals relating to any change in the number or term of directors or the filling of any vacancies on the Board, (B) any material change in the business, capitalization, stock repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, compensation, business, corporate or governance structure, (D) any waiver, amendment or modification to the Company’s Certificate of Incorporation or the By-Laws, (E) causing a class of Company Securities to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or (F) causing a class of equity Company Securities to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; provided, that the foregoing shall not prevent any of the Director Nominees from discussing any of the matters set forth in this Section 2(a)(viii) in private meetings of the Board while serving as a director in the exercise of his fiduciary duties to the Company or its stockholders. (ix) form, join or act in concert with any person, partnership, limited partnership, syndicate or other group, including a “group” as defined pursuant to Section 13(d) of the Exchange Act with respect to any Company Securities, other than solely with other MRMP Stockholders and Affiliates of the MRMP Stockholders, with respect to the Company Securities now or hereafter owned by them; (x) make any public disclosure, announcement, plan or request involving the Company, its management, business, policies or the Board; provided that the MRMP Stockholders may file with the SEC amendments to their Schedule 13D; (xi) make any request or submit any proposal to amend or waive the terms of this Agreement, which could reasonably be expected to require a public announcement or disclosure of such a request or proposal; or (xii) enter into any agreements or understandings (whether written or oral) with any third party to take any action with respect to any of the foregoing, or facilitate, knowingly assist, finance, knowingly encourage or seek to persuade any third party to take any action the MRMP Stockholders are prohibited from taking pursuant to this Section 2. (b) Nothing in this Section 2 shall be deemed to limit the exercise in good faith by any of Director Nominees designated by the MRMP Stockholders (or their replacement designees) of their fiduciary duties or rights in their capacity as directors of the Company or from participating in discussions and determinations of the Board.

Standstill Provisions. Notwithstanding any rights or remedies available to Unless all of the Guarantied Party under this Guaranty, applicable law or otherwise, but subject to the last sentence of this subsection 5.1(b), prior to the time when the Senior Lender Parties shall have received payment Superior Indebtedness has been paid in full of all Senior Debtand Lender has no further obligation to extend credit to Borrower, neither the Guarantied Party nor the RCT shall, directly or indirectly Creditor shall not take any Enforcement Action; provided, however, that, so long as no Senior Default has occurred of the following actions without Lender’s consent (which consent may be withheld by Lender in its sole and absolute discretion) for a period of 6 months after Creditor provides Lender with written notice of a default by Borrower under the agreement governing the Subordinated Indebtedness (provided that such default is continuing, the Guarantied Party may receive the payments required to be made pursuant to Section 2.1 as and when due. This Section 5.1(b) shall not be construed to in any way limit or impair the right of cured during that 6-month period): (A) accelerate the Guarantied Party to join (but not control Subordinated Indebtedness, commence, prosecute, or participate in any way) any foreclosure or other judicial lien enforcement proceeding with respect to the Collateral initiated by Senior Lender Partiesaction, so long as it does not delay or interfere with the exercise by Senior Lender Parties of their respective rights as provided in this Section 5whether private, (B) the Guarantied Party’s right to receive any remaining proceeds of Collateral after payment in full of all Senior Debtjudicial, equitable, administrative, or (C) the Guarantied Party to demand payment of the Guarantied Obligations, or xxx for payment of the Guarantied Obligations, so long as no such action constitutes an Enforcement Action. Notwithstanding the foregoing, to the extent that any of the Guarantied Obligations are not paid by the Guarantor when due under Section 2.1, the RCT reserves the right, on or after the later of the applicable due date and one hundred and twenty (120) days after the RCT has provided notice that such payment will be due (including the calculation of the amount due by the Guarantor) to the Guarantor, the Agent and the Second Lien Agent, to commence and complete litigation to collect such payment; provided, however, that, so long as the Guarantor has taken all actions permitted pursuant to the terms of the Senior Debt Documents to make such payment otherwise (including, without limitation, incurring additional revolving borrowings any bankruptcy case) against Borrower or any assets of Borrower; provided that Creditor may file a proof of claim in a bankruptcy or insolvency case or proceeding involving Borrower, which proof of claim shall indicate Creditor's subordination hereunder; (B) possess any of Borrower's assets, or enforce any security interests in, foreclose, levy, or execute upon or collect or attach any such assets, whether by private or judicial action or otherwise; (C) commence, or join with any creditors in commencing (unless Lender also has joined therein), any bankruptcy case or proceeding against Borrower; and (D) contest, protest or object to any foreclosure proceeding, postpetition financing, use of cash collateral, or other action brought by Lender or any other exercise by Lender of any rights and remedies under any of the extent available Related Documents. Creditor shall notify Lender in writing of any default by Borrower in respect of the Subordinated Indebtedness. Creditor acknowledges and agrees that the fact that Creditor can take the above-described actions under the Senior Debt Documents)circumstances specified in this paragraph does not entitle Creditor to receive or obtain any payments in respect of the Subordinated Indebtedness, the Guarantied Party shall not take or to accept or obtain any other Enforcement Action assets (or proceed or seek to proceed against the Collateral any interest therein) of Borrower, except as expressly permitted in any mannerthis Agreement.

Standstill Provisions. Notwithstanding any rights or remedies available (a) The standstill period (the “Standstill Period”) begins on the date of this Agreement and shall extend until thirty (30) days prior to the Guarantied Party under this Guaranty, applicable law or otherwise, but subject deadline for the submission of shareholder nominations for directors for the 2017 Annual Meeting pursuant to the last Bylaws, provided, that if the Company shall offer to re-nominate the Xxxxxxxxxxx Nominee (or the Xxxxxxxxxxx Replacement Director, if applicable) for election at the 2017 Annual Meeting (which offer shall be made by the Company not less than ten (10) business days prior to the expiration of the Standstill Period) and if the Xxxxxxxxxxx Nominee (of the Xxxxxxxxxxx Replacement Director, if applicable) accepts such re-nomination, then the Standstill Period shall be automatically extended to thirty (30) days prior to the deadline for the submission of shareholder nominations for directors for the 2018 Annual Meeting pursuant to the Bylaws; provided, further, that if the Standstill Period is not extended in accordance with this sentence and if any member of this subsection 5.1(b)the Group, its Affiliates or Associates takes any action with any Third Party in connection with, or advises any Third Party that it is considering, conducting a proxy contest at the 2017 Annual Meeting or provides the Company with a notice of nomination of director(s) at the 2017 Annual Meeting, prior to such event the time when Xxxxxxxxxxx Nominee (or any Xxxxxxxxxxx Replacement Director, if applicable) will resign from the Senior Lender Parties shall have received payment Board; provided, further, if the Standstill Period is extended in full accordance with this sentence and if any member of all Senior Debtthe Group, its Affiliates or Associates takes any action with any Third Party in connection with, or advises any Third Party that it is considering, conducting a proxy contest at the 2018 Annual Meeting or provides the Company with a notice of nomination of director(s) at the 2018 Annual Meeting, prior to such event the Xxxxxxxxxxx Nominee (or any Xxxxxxxxxxx Replacement Director, if applicable) will resign from the Board. The Group agrees that during the Standstill Period, neither the Guarantied Party it nor the RCT shallany of its Affiliates or Associates under its control or direction will, and it will cause each of its Affiliates and Associates under its control not to, directly or indirectly take indirectly, in any Enforcement Action; providedmanner, howeveralone or in concert with others: (i) solicit, that, so long as no Senior Default has occurred and is continuing, the Guarantied Party may receive the payments required to be made pursuant to Section 2.1 as and when due. This Section 5.1(b) shall not be construed to or knowingly encourage or in any way limit or impair the right of (A) the Guarantied Party to join (but not control engage in any way) solicitation of, any foreclosure proxies or other judicial lien enforcement proceeding with respect to consents or become a “participant” in a “solicitation,” directly or indirectly, as such terms are defined in Regulation 14A under the Collateral initiated by Senior Lender Parties, so long as it does not delay Exchange Act of proxies or interfere with the exercise by Senior Lender Parties of their respective rights as provided in this Section 5, (B) the Guarantied Party’s right to receive any remaining proceeds of Collateral after payment in full of all Senior Debt, or (C) the Guarantied Party to demand payment of the Guarantied Obligations, or xxx for payment of the Guarantied Obligations, so long as no such action constitutes an Enforcement Action. Notwithstanding the foregoing, to the extent that any of the Guarantied Obligations are not paid by the Guarantor when due under Section 2.1, the RCT reserves the right, on or after the later of the applicable due date and one hundred and twenty (120) days after the RCT has provided notice that such payment will be due (including the calculation of the amount due by the Guarantor) to the Guarantor, the Agent and the Second Lien Agent, to commence and complete litigation to collect such payment; provided, however, that, so long as the Guarantor has taken all actions permitted pursuant to the terms of the Senior Debt Documents to make such payment consents (including, without limitation, incurring additional revolving borrowings any solicitation of consents that seeks to call a special meeting of shareholders or by encouraging or participating in any “withhold” or similar campaign), in each case, with respect to securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities (collectively, “securities of the Company”); (ii) advise, knowingly encourage, support, instruct or influence any person with respect to any of the matters covered by this Section 2(a) or with respect to the extent available voting or disposition of any securities of the Company at any annual or special meeting of shareholders, except in accordance with Section 1, or seek to do so; (iii) agree, attempt, seek or propose to deposit any securities of the Company in any voting trust or similar arrangement, or subject any securities of the Company to any arrangement or agreement with respect to the voting thereof, other than any such voting trust, arrangement or agreement solely among the Group, Affiliates or Associates of the Group and otherwise in accordance with this Agreement; (iv) seek or knowingly encourage any person to submit nominations in furtherance of a “contested solicitation” or take other applicable action for the election or removal of directors with respect to the Company; (v) form, join in or in any way participate in a partnership, limited partnership, syndicate or other group, including, without limitation, a group as defined under Section 13(d) of the Senior Debt DocumentsExchange Act with any person who is not identified on Annex A as a member of the Group or a Group Affiliate (any such person, a “Third Party”), with respect to any securities of the Guarantied Party shall not Company or take any other Enforcement Action action that would divest the Group of the ability to vote or proceed cause to be voted its shares of Common Stock in accordance with this Agreement; (vi) make any public disclosure, communication, announcement or statement regarding any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs, any of its securities or assets or this Agreement that is inconsistent with the provisions of this Agreement; (vii) with respect to the Company or the Common Stock, make any communication or announcement (other than in the ordinary course of its business on a confidential basis to their investors) stating how its shares of Common Stock will be voted, or the reasons therefor or otherwise communicate pursuant to Rule 14a-1(l)(2)(iv) under the Exchange Act; (viii) effect or seek to proceed effect, offer or propose to effect, cause or participate in, or in any way assist or facilitate any other person to effect or seek, offer or propose to effect or participate in, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of assets, liquidation, dissolution, extraordinary dividend, significant share repurchase or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”), or make any public statement or public disclosure regarding any intent, purpose, plan or proposal with respect to the Board, the Company, its management, policies or affairs or any of its securities or assets (including with respect to an Extraordinary Transaction) or this Agreement, that is inconsistent with the provisions of this Agreement, including any intent, purpose, plan or proposal that is conditioned on, or would require waiver, amendment, nullification or invalidation of, any provision of this Agreement or take any action that could require the Company to make any public disclosure relating to any such intent, purpose, plan, proposal or condition; provided, however, that this clause shall not preclude the tender by the Group or a Group Affiliate of any securities of the Company into any tender or exchange offer or vote with respect to any Extraordinary Transaction approved by the Board; (ix) (A) call or seek to call or request the call of any meeting of shareholders, including by written consent, (B) seek, alone or in concert with others, representation on, or nominate any candidate to, the Board, except as specifically set forth in Section 1, (C) seek the removal of any member of the Board, (D) solicit consents from shareholders or otherwise act or seek to act by written consent, (E) conduct a referendum of shareholders or (F) make a request for any shareholder list or other similar Company books and records in its capacity as a shareholder, provided, that this proviso (F) shall not apply to the Xxxxxxxxxxx Nominee (or a Xxxxxxxxxxx Replacement Director, if applicable) in his or her capacity as a director of the Company; (x) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any Common Stock or other securities issued by the Company, or any securities convertible into or exchangeable for Common Stock, if, in any such case immediately after the taking of such action, the Group together with its Affiliates and Associates would, in the aggregate, beneficially own twelve and a half percent (12.5%) or more of the then outstanding shares of Common Stock; (xi) other than in market transactions where the identity of the purchaser is not known and in underwritten widely dispersed public offerings, sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by the Group to any Third Party unless (A) such Third Party is a passive investor that has not filed a Schedule 13D and would not as a result of the purchase of the securities of the Company be required to file a Schedule 13D and (B) such sale, offer, or agreement to sell would not knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any beneficial or other ownership interest in the aggregate of 9.9% or more of the shares of Common Stock outstanding at such time or would increase the beneficial or other ownership interest of any Third Party who, together with its Affiliates, has a beneficial or other ownership interest in the aggregate of 9.9% or more of the shares of Common Stock outstanding at such time, except in each case in a transaction approved by the Board; (xii) institute, solicit or join, as a party, any litigation, arbitration or other proceeding against the Collateral Company or any of its current or former directors or officers (including derivative actions), other than (A) litigation by the Group to enforce the provisions of this Agreement, (B) counterclaims with respect to any proceeding initiated by, or on behalf of, the Company or its Affiliates against the Group, the Xxxxxxxxxxx Nominee or any Xxxxxxxxxxx Replacement Director and (C) the exercise of statutory appraisal rights; provided, that the foregoing shall not prevent any member of the Group from responding to or complying with a validly issued legal process; (xiii) engage in any mannershort sale or purchase, sale or grant of any option, warrant, convertible security, stock appreciation right or other similar right (including, without limitation, any put or call option or swap transaction) with respect to any security (other than a board-based market basket or index) that includes, related to or derives any significant part of its value from a decline in the market price or value of the securities of the Company; (xiv) enter into any negotiations, arrangements, understanding or agreements (whether written or oral) with, or advise, finance, assist, seek to persuade or knowingly encourage, any Third Party to take any action or make any statement in connection with any of the foregoing, or make any investment in or enter into any arrangement with any other person that engages, or offers or proposes to engage, in any of the foregoing, or otherwise take or cause any action or make any statement inconsistent with any of the foregoing; or (xv) take any action challenging the validity or enforceability of this Section 2 or this Agreement, or publicly make or in any way advance publicly any request or proposal that the Company or Board amend, modify or waive any provision of this Agreement (provided, that the Group may make confidential requests to the Board to amend, modify or waive any provision of this Section 2, which the Board (excluding the New Nominees (and Xxxxxxxxxxx Replacement Director, if applicable)) may accept or reject in its sole discretion, so long as any such request is not publicly disclosed by the Group and is made by the Group in a manner that does not require the public disclosure thereof by the Company, the Group or any other person). For the avoidance of doubt, nothing in this provision or elsewhere in this Agreement shall prohibit the Xxxxxxxxxxx Nominee, acting in his fiduciary capacity as a director of the Company, from (1) taking any action or making any statement at any meeting of the Board or of any committee thereof or (2) making any statement to the Chief Executive Officer, the Chief Financial Officer or any other director of the Company in his capacity as a director.

Standstill Provisions. Notwithstanding any rights 2.1. GE Capital will not, and will cause its Affiliates not to, directly or remedies available to indirectly: (a) until the Guarantied Party under this Guarantyconsummation of the Initial Public Offering, applicable law increase their Beneficial Ownership of Equity Interests, through the acquisition, by purchase or otherwise, but subject of Equity Interests; (b) following the consummation of the Initial Public Offering, increase their combined Beneficial Ownership of Equity Interests above 25% of Equity Interests, through the acquisition, by purchase or otherwise, of Equity Interests; (c) following a Sale Transaction, as long as Neff Machinery or any of their Affiliates is a dealer of equipment maxxxxctured by John Deere, increase their combined Beneficial Ownership of Equity Inxxxxsts above 20% of Equity Interests, by purchase or otherwise, of Equity Interests; (d) following the consummation of the Initial Public Offering, appoint any director to the last sentence Company's board of this subsection 5.1(b)directors; PROVIDED, prior HOWEVER, that if GE and its Affiliates sell 15% or more of the Common Stock of the Company to a Person who is neither a GE Capital Affiliate or a Deere Competitor, Neff may provide that such Person shall have the right to appoint a dxxxxtor to the time when Company's board of directors; (e) following the Senior Lender Parties shall have received consummation of the Initial Public Offering and payment of existing indebtedness to GE Capital under (i) the Credit Agreement, dated December 31, 1997, by and among the Company, Neff Machinery, Neff Rental, Inc., GECC as Agent, and the lenders parxx xhereto; (ii) xxx Amended Credit Agreement, dated December 31, 1997, by and among the Company, Neff Machinery, Neff Rental, Inc., GECC as Agent, and the lenders parxx xhereto; (iii) xxe Mortgage Loan Note for the Mortgaged Properties, dated May 28, 1997, issued by GECC to Neff Machinery and (iv) the Series A Preferred Stock, provide new finxxxxng to the Company (except in full connection with trade accounts payable arising in the ordinary course of all Senior Debtbusiness upon the sale of goods or services to the Company); (f) following the consummation of the Initial Public Offering and the redemption of the Series A Preferred Stock, neither retain rights, vested or contingent, to exercise any control over the Guarantied Party nor Company; (g) following the RCT shallconsummation of the Initial Public Offering and the redemption of the Series A Preferred Stock, make any attempt to exercise control over the Company, directly or indirectly take any Enforcement Action; providedindirectly, howevereither alone or in conjunction with other shareholders of the Company; (h) make, that, so long as no Senior Default has occurred and is continuing, the Guarantied Party may receive the payments required to be made pursuant to Section 2.1 as and when due. This Section 5.1(b) shall not be construed to or in any way limit or impair the right of (A) the Guarantied Party to join (but not control participate, in any way"solicitation" of "proxies" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to any foreclosure voting securities of the Company (including any actions by written consent); (i) initiate, propose or other judicial lien enforcement proceeding otherwise solicit, or participate in the solicitation of, stockholders of the Company for the approval of one or more stockholder proposals with respect to the Collateral initiated by Senior Lender Parties, so long Company as it does not delay described in Rule 14a-8 under the Exchange Act or interfere with the exercise by Senior Lender Parties of their respective rights as provided in this Section 5, (B) the Guarantied Party’s right induce any other individual or entity to receive initiate any remaining proceeds of Collateral after payment in full of all Senior Debt, or (C) the Guarantied Party to demand payment of the Guarantied Obligations, or xxx for payment of the Guarantied Obligations, so long as no such action constitutes an Enforcement Action. Notwithstanding the foregoing, stockholder proposals relating to the extent that Company; or (j) enter into any contract with any third party with respect to any of the Guarantied Obligations are not paid by the Guarantor when due under Section 2.1, the RCT reserves the right, on or after the later of the applicable due date and one hundred and twenty (120) days after the RCT has provided notice that such payment will be due (including the calculation of the amount due by the Guarantor) to the Guarantor, the Agent and the Second Lien Agent, to commence and complete litigation to collect such payment; provided, however, that, so foregoing. 2.2. So long as the Guarantor has taken all actions permitted pursuant investment in the Company by a pension plan or other employee benefit plan of GE Capital and/or Affiliates that GE Capital controls remains solely passive for the duration of such investment, the restrictions contained in Section 2.1(a), (b) and (c) shall not apply to the terms acquisition of Equity Interests by such a pension plan or other employee benefit plan provided (i) such plan is administered by trustees who are independent of GE Capital and its Affiliates or by trustees who, due to fiduciary obligations applicable to them in their capacity as plan trustees, are not subject to the control or influence of GE Capital or its Affiliates with respect to the administration of the Senior Debt Documents to make plan and investment decisions and (ii) such payment (including, without limitation, incurring additional revolving borrowings to trustees do not acquire shares of the extent available under the Senior Debt Documents), the Guarantied Party shall not take any other Enforcement Action Company or proceed exercise voting rights of such shares in coordination or seek to proceed against the Collateral in any manneragreement with GE Capital or its Affiliates.