Common use of Standstill Provisions Clause in Contracts

Standstill Provisions. Until the Senior Debt has been Paid in Full, the Senior Creditor shall have the exclusive right to manage, perform and enforce (or not enforce) the terms of the Senior Loan Documents with respect to the Collateral, to exercise and enforce all privileges and rights thereunder according to its discretion and the exercise of its business judgment, including, without limitation, the exclusive right to take or retake control or possession of any Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate any Collateral. In that regard, no Junior Creditor shall, without the prior written consent of the Senior Creditor, take any Enforcement Action with respect to any Junior Debt or the Collateral; provided, however, that upon the occurrence of a Junior Event of Default where the circumstances giving rise to such Junior Event of Default do not constitute an Identified Senior Event of Default, then the Junior Creditors shall have the right, without the prior written consent of the Senior Creditor, to accelerate the Junior Debt and, so long as the Payment Conditions have been satisfied, receive Permitted Distributions from the Borrowers in respect thereof in accordance with the terms of the Junior Loan Documents. Notwithstanding the foregoing, each Junior Creditor may, subject to Section 8 of this Agreement, file and defend proofs of claim against any Borrower in any Insolvency Proceeding involving such Borrower. Any Distributions or other proceeds of any Enforcement Action obtained by any Junior Creditor in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of the Senior Creditor and promptly paid or delivered to the Senior Creditor in the form received until all Senior Debt has been Paid in Full. Each Junior Creditor waives any and all rights to affect the method or challenge the appropriateness of any action by the Senior Creditor with respect to management, performance and enforcement of the Senior Loan Documents and the enforcement and exercise of all privileges, rights and remedies. The Senior Creditor shall not have any liability to any Junior Creditor in respect of any Junior Creditor’s failure to obtain repayment in full of the Junior Debt.

Standstill Provisions. Until 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 Debt 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 been Paid in Fulloccurred 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 Creditor shall have Lender Parties, so long as it does not delay or interfere with the exclusive exercise by Senior Lender Parties of their respective rights as provided in this Section 5, (B) the Guarantied Party’s right to managereceive any remaining proceeds of Collateral after payment in full of all Senior Debt, perform 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 enforce one hundred and twenty (or not enforce120) 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 Loan Debt Documents with respect to the Collateral, to exercise and enforce all privileges and rights thereunder according to its discretion and the exercise of its business judgment, make such payment (including, without limitation, incurring additional revolving borrowings to the exclusive right to take or retake control or possession of any Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate any Collateral. In that regard, no Junior Creditor shall, without the prior written consent of extent available under the Senior CreditorDebt Documents), the Guarantied Party shall not take any other Enforcement Action with respect or proceed or seek to any Junior Debt or proceed against the Collateral; provided, however, that upon the occurrence of a Junior Event of Default where the circumstances giving rise to such Junior Event of Default do not constitute an Identified Senior Event of Default, then the Junior Creditors shall have the right, without the prior written consent of the Senior Creditor, to accelerate the Junior Debt and, so long as the Payment Conditions have been satisfied, receive Permitted Distributions from the Borrowers in respect thereof in accordance with the terms of the Junior Loan Documents. Notwithstanding the foregoing, each Junior Creditor may, subject to Section 8 of this Agreement, file and defend proofs of claim against any Borrower Collateral in any Insolvency Proceeding involving such Borrower. Any Distributions or other proceeds of any Enforcement Action obtained by any Junior Creditor in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of the Senior Creditor and promptly paid or delivered to the Senior Creditor in the form received until all Senior Debt has been Paid in Full. Each Junior Creditor waives any and all rights to affect the method or challenge the appropriateness of any action by the Senior Creditor with respect to management, performance and enforcement of the Senior Loan Documents and the enforcement and exercise of all privileges, rights and remedies. The Senior Creditor shall not have any liability to any Junior Creditor in respect of any Junior Creditor’s failure to obtain repayment in full of the Junior Debtmanner.

Standstill Provisions. Until Unless all of the Senior Debt Superior Indebtedness has been Paid paid in Fullfull and Lender has no further obligation to extend credit to Borrower, the Senior Creditor shall have the exclusive right to manage, perform and enforce (or not enforce) the terms take any of the Senior Loan Documents 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 respect to written notice of a default by Borrower under the Collateralagreement governing the Subordinated Indebtedness (provided that such default is not cured during that 6-month period): (A) accelerate the Subordinated Indebtedness, to exercise and enforce all privileges and rights thereunder according to its discretion and the exercise of its business judgmentcommence, prosecute, or participate in any action, whether private, judicial, equitable, administrative, or otherwise (including, without limitation, the exclusive right 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 take any foreclosure proceeding, postpetition financing, use of cash collateral, or retake control other action brought by Lender or possession any other exercise by Lender of any Collateral rights and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate remedies under any Collateral. In that regard, no Junior Creditor shall, without the prior written consent of the Senior Creditor, take any Enforcement Action with respect to any Junior Debt or the Collateral; provided, however, that upon the occurrence of a Junior Event of Default where the circumstances giving rise to such Junior Event of Default do not constitute an Identified Senior Event of Default, then the Junior Creditors shall have the right, without the prior written consent of the Senior Creditor, to accelerate the Junior Debt and, so long as the Payment Conditions have been satisfied, receive Permitted Distributions from the Borrowers in respect thereof in accordance with the terms of the Junior Loan Related Documents. Notwithstanding the foregoing, each Junior Creditor may, subject to Section 8 of this Agreement, file and defend proofs of claim against any Borrower shall notify Lender in any Insolvency Proceeding involving such Borrower. Any Distributions or other proceeds writing of any Enforcement Action obtained default by any Junior Creditor in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of the Senior Creditor and promptly paid or delivered to the Senior Creditor in the form received until all Senior Debt has been Paid in Full. Each Junior Creditor waives any and all rights to affect the method or challenge the appropriateness of any action by the Senior Creditor with respect to management, performance and enforcement of the Senior Loan Documents and the enforcement and exercise of all privileges, rights and remedies. The Senior Creditor shall not have any liability to any Junior Creditor Borrower in respect of the Subordinated Indebtedness. Creditor acknowledges and agrees that the fact that Creditor can take the above-described actions under the circumstances specified in this paragraph does not entitle Creditor to receive or obtain any Junior Creditor’s failure to obtain repayment payments in full respect of the Junior DebtSubordinated Indebtedness, or to accept or obtain any assets (or any interest therein) of Borrower, except as expressly permitted in this Agreement.

Standstill Provisions. Until the Senior Debt has been Paid indefeasibly paid in Fullfull in cash and all commitments to lend under the Senior Debt Documents have been terminated, the Senior Creditor Agent shall have the exclusive right to manage, perform and enforce (or not enforce) the terms of the Senior Loan Debt Documents with respect to the Collateral, to exercise and enforce all privileges and rights thereunder according to its discretion and the exercise of its business judgment, including, without limitation, the exclusive right to take or retake control or possession of any Collateral and to hold, prepare for sale, process, sell, lease, license, utilize, dispose of, or liquidate any Collateral, or to take any other Enforcement Action with respect to the Collateral. In that regard, no Junior the Subordinated Creditor shallshall not, without the prior written consent of the Senior CreditorAgent, take any Enforcement Action with respect to any Junior Debt or the Collateral; provided, however, that upon the occurrence of a Junior Event of Default where the circumstances giving rise to such Junior Event of Default do not constitute an Identified Senior Event of Default, then the Junior Creditors shall have the right, without the prior written consent of the Senior Creditor, to accelerate the Junior Debt and, so long as the Payment Conditions have been satisfied, receive Permitted Distributions from the Borrowers in respect thereof in accordance with the terms of the Junior Loan Documents. Notwithstanding the foregoing, each Junior the Subordinated Creditor may, subject to Section 8 2.3 of this Agreement, file and defend proofs of claim against any Borrower the Loan Parties in any Insolvency Proceeding involving such Borrowerany Loan Parties. Any Distributions or other proceeds of any Enforcement Action obtained by any Junior the Subordinated Creditor in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of the Senior Creditor Agent and the Senior Lenders and promptly paid or delivered to the Senior Creditor Agent in the form received until all Senior Debt has been Paid indefeasibly paid in Fullfull in cash and all commitments to lend under the Senior Debt Documents shall have been terminated. Each Junior The Subordinated Creditor waives any and all rights to affect the method or challenge the appropriateness of any action by the Senior Creditor Agent with respect to management, performance and enforcement of the Senior Loan Debt Documents and the enforcement and exercise of all privileges, rights and remedies. The Senior Creditor Agent and the Senior Lenders shall not have any liability to any Junior the Subordinated Creditor in respect of any Junior the Subordinated Creditor’s 's failure to obtain repayment in full of the Junior Lease Debt.

Standstill Provisions. Until the Senior Debt has been Paid in Full, the Senior Creditor Agent shall have the exclusive right to manage, perform and enforce (or not enforce) the terms of the Senior Loan Documents with respect to the Collateral, to exercise and enforce all privileges and rights thereunder according to its discretion and the exercise of its business judgment, including, without limitation, the exclusive right to take or retake control or possession of any Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate any Collateral. In that regard, no Junior Creditor shall, without the prior written consent of the Senior CreditorAgent, take any Enforcement Action with respect to any Junior Debt or the Collateral; provided, however, that upon the occurrence of a Junior Event of Default where the circumstances giving rise to such Junior Event of Default do not constitute an Identified Senior Event of Default, then the Junior Creditors shall have the right, without the prior written consent of the Senior Creditor, to accelerate the Junior Debt and, so long as the Payment Conditions have been satisfied, receive Permitted Distributions from the Borrowers in respect thereof in accordance with the terms of the Junior Loan Documents. Notwithstanding the foregoing, each Junior Creditor may, subject to Section 8 of this Agreement, file and defend proofs of claim against any Borrower in any Insolvency Proceeding involving such Borrower. Any Distributions or other proceeds of any Enforcement Action obtained by any Junior Creditor in violation of the foregoing prohibition shall in any event be held in trust by it for the benefit of the Senior Creditor Creditors and promptly paid or delivered to the Senior Creditor Agent in the form received until all Senior Debt has been Paid in Full. Each Junior Creditor waives any and all rights to affect the method or challenge the appropriateness of any action by the Senior Creditor Creditors with respect to management, performance and enforcement of the Senior Loan Documents and the enforcement and exercise of all privileges, rights and remedies. The Senior Creditor Creditors shall not have any liability to any Junior Creditor in respect of any Junior Creditor’s failure to obtain repayment in full of the Junior Debt.