Common use of Remedies Standstill Clause in Contracts

Remedies Standstill. (a) The New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Collateral Agent nor any New First Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon the occurrence of the New First Lien Enforcement Date), the New First Lien Collateral Agent or any New First Lien Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Documents or applicable law as to any Common Collateral.

Remedies Standstill. (a) The New First Lien Collateral Term Loan Agent, on behalf of itself and the New First Lien Term Loan Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Agent Representative, as applicable) nor any New First Lien Term Loan Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, Agent and will not knowingly take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Term Loan Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral AgentRepresentative. Subject to the First Lien Intercreditor AgreementSections 2.3(b) and 2.3(g) hereof, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien Collateral Term Loan Agent or any New First Lien Term Loan Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Term Loan Documents or applicable law as to any Common ABL Priority Collateral.; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Loan Agent or any Term Loan Secured Party is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. Notwithstanding anything to the contrary contained herein, the Term Loan Agent or any Term Loan Secured Party may:

Remedies Standstill. (a) The New First Lien Collateral Agent, on behalf of itself and the New First Lien Secured Parties, agrees that, from the date hereof until Until the date upon which the Discharge of ABL Obligations shall have occurred, neither the New First Lien no Cash Flow Collateral Agent (including in its capacity as Cash Flow Collateral Representative, if applicable) nor any New First Lien Cash Flow Collateral Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and will not Agent or knowingly take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien any Cash Flow Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral Agent. Subject to the First Lien Intercreditor AgreementSection 2.3(c), from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien any Cash Flow Collateral Agent or any New First Lien Cash Flow Collateral Secured Party may Exercise Any Secured Creditor Remedies under the New First Lien Cash Flow Collateral Documents or applicable law as to any Common ABL Priority Collateral.; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party is at all times subject to the provisions of this Agreement, including Section 4.1 hereof. Notwithstanding anything to the contrary contained herein, any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party may (subject, as among the Cash Flow Collateral Secured Parties, to any limitations separately agreed by and among Cash Flow Collateral Secured Parties, including pursuant to the Cash Flow Intercreditor Agreement):

Remedies Standstill. (a) The New First Lien Collateral Term Loan Agent, on behalf of itself and the New First Lien Term Loan Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurredObligations, neither the New First Lien Term Loan Agent (including in its capacity as Term Loan Collateral Agent Representative, as applicable) nor any New First Lien Term Loan Secured Party will will, or seek to, Exercise Any Secured Creditor Remedies (or institute or join in any action or proceeding with respect to the Exercise of Secured Creditor Remedies) with respect to any Common of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, Agent and will not knowingly take, receive or accept any Proceeds of Common ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common ABL Priority Collateral in a Deposit Account controlled by the New First Lien Collateral Term Loan Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement, upon the occurrence of the New First Lien Enforcement Date, the New First Lien Collateral Agent acting on behalf of itself and the New First Lien Secured Parties may exercise such remedies without such prior written consent of the other Collateral AgentRepresentative. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the occurrence written consent of the New First Lien Enforcement DateABL Agent), the New First Lien Term Loan Collateral Agent or any New First Lien Secured Party Representative may Exercise Any Secured Creditor Remedies under the New First Lien Term Loan Documents or applicable law as to any Common CollateralABL Priority Collateral pursuant to the provisions of the First/Second Lien Term Loan Intercreditor Agreement; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Loan Collateral Representative, the First Lien Term Loan Agent or any First Lien Term Loan Secured Party is at all times subject to the provisions of this Agreement, including this Section 2.3 and Section 4.1 hereof.

Remedies Standstill. (a) The New First Lien Each of (x) the CF Collateral Agent, on behalf of itself and the New First Lien CF Secured Parties, and (y) the Bonds Collateral Agent, on behalf of itself and the Bonds Secured Parties, severally agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, (x) neither the New First Lien CF Collateral Agent nor any New First Lien CF Secured Party and (y) neither the Bonds Collateral Agent nor any Bonds Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First any Subordinated Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL Collateral Agent; provided that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement), upon the occurrence of the New First Lien CF Enforcement Date, the New First Lien CF Collateral Agent acting on behalf of itself and the New First Lien CF Secured Parties may exercise such remedies without such prior written consent of the any other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL Obligations shall have occurred (or or, with respect to the CF Collateral Agent, acting on behalf of itself and the CF Secured Parties, prior thereto upon the occurrence of the New First Lien CF Enforcement Date), the New First Subordinated Lien Collateral Agent Agents or any New First Subordinated Lien Secured Party may Exercise Any Secured Creditor Remedies under the New First applicable Subordinated Lien Documents or applicable law as to any Common Collateral.

Remedies Standstill. (a) The New First Each of (x) the Second Lien Collateral Agent, on behalf of itself and the New First Second Lien Secured Parties, and (y) the Third Lien Collateral Agent, on behalf of itself and the Third Lien Secured Parties, severally agrees that, from the date hereof until the date upon which the Discharge of ABL First Lien Obligations shall have occurred, (x) neither the New First Second Lien Collateral Agent nor any New First Second Lien Secured Party and (y) neither the Third Lien Collateral Agent nor any Third Lien Secured Party will Exercise Any Secured Creditor Remedies with respect to any Common Collateral without the written consent of the ABL First Lien Collateral Agent, and will not take, receive or accept any Proceeds of Common Collateral, it being understood and agreed that the temporary deposit of Proceeds of Common Collateral in a Deposit Account controlled by the New First any Subordinated Lien Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the ABL First Lien Collateral Agent; provided provided, however, that, subject to Section 4.1(b) and the provisions of the First Lien Intercreditor Agreement), upon the occurrence of the New First Second Lien Enforcement Date, the New First Second Lien Collateral Agent acting on behalf of itself and the New First Second Lien Secured Parties may exercise such remedies without such prior written consent of the any other Collateral Agent. Subject to the First Lien Intercreditor Agreement, from From and after the date upon which the Discharge of ABL First Lien Obligations shall have occurred (or or, with respect to the Second Lien Collateral Agent, acting on behalf of itself and the Second Lien Secured Parties, prior thereto upon the occurrence of the New First Second Lien Enforcement Date), the New First Subordinated Lien Collateral Agent Agents or any New First Subordinated Lien Secured Party may Exercise Any Secured Creditor Remedies under the New First applicable Subordinated Lien Documents or applicable law as to any Common Collateral.