Common use of Remedies Standstill Clause in Contracts

Remedies Standstill. (a) The Term Agent, on behalf of itself and the Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the Term Agent nor any Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, and will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Term Agent or any Term Secured Party may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement.

Remedies Standstill. (a) The Each Term Agent, for and on behalf of itself and the relevant Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the no Term Agent nor any Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, and will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the any Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent)) and prior to the date upon which the Discharge of Term Obligations shall have occurred, the Controlling Term Agent or any on behalf of the Term Secured Party Parties may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Controlling Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement.

Remedies Standstill. (a) The Each Term Agent, on behalf of itself and the Term Secured PartiesParties represented by such Term Agent, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the no Term Agent nor any Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, and and, subject to Section 3.7, will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the any Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but treated in no event later than five Business Days after receipt) remitted to accordance with the ABL Agentprovisions of Section 3.7 and Section 4.1(a). From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent)) and prior to the date upon which the Discharge of Term Obligations shall have occurred, the Controlling Term Agent or any on behalf of the Term Secured Party Parties may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Controlling Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement.

Remedies Standstill. (a) The Term Note Agent, on behalf of itself and the Term Noteholder Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the Term Note Agent (including in its capacity as Note Collateral Representative, as applicable) nor any Term Noteholder Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, Agent and will not knowingly take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Term Note Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Agent. From Subject to Section 2.3(e) hereof, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Term Note Agent or any Term Noteholder Secured Party may Exercise Any Secured Creditor Remedies under the Term Note Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Note Agent or the Term any Noteholder Secured Parties Party is at all times subject to the provisions of this Agreement, including Section 4.1 hereof.

Remedies Standstill. (a) The Term Note Agent, on behalf of itself and the Term Noteholder Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the Term Note Agent (including in its capacity as Note Collateral Representative, as applicable) nor any Term Noteholder Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, Agent and will not knowingly take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Term Note Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Agent. From Subject to Section 2.3(e) hereof, from and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Term Note Agent or any Term Noteholder Secured Party may Exercise Any Secured Creditor Remedies under the Term Note Documents or applicable law as to any ABL Priority CollateralCollateral (except as may be separately otherwise agreed in writing by and between any Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the Note Agent, on behalf of itself and the Noteholder Secured Parties)); provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Note Agent or the Term any Noteholder Secured Parties Party is at all times subject to the provisions of this Agreement, including Section 4.1 hereof.

Remedies Standstill. (a) The Term Cash Flow Agent, on behalf of itself and the Term Cash Flow Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the Term Cash Flow Agent nor any Term Cash Flow Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, and and, subject to Section 3.1, will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Term Cash Flow Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receiptthe later of (i) receipt and (ii) Cash Flow Agent having actual knowledge that such amount constitutes Proceeds of ABL Priority Collateral) remitted to the ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Term Cash Flow Agent or any Term Cash Flow Secured Party may Exercise Any Secured Creditor Remedies under the Term Cash Flow Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Cash Flow Agent or the Term Cash Flow Secured Parties is at all times subject to the provisions of this Agreement.

Remedies Standstill. (a) The Term Agent, on behalf of itself and the Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the Term Agent nor any Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, and will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Term Agent or any Term Secured Party may Exercise Any Secured Creditor 39168701_7 Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement.

Remedies Standstill. (a) The Each Term Agent, on behalf of itself and the Term Secured PartiesParties represented by such Term Agent, agrees that, from the date hereof Amendment and Restatement Date until the date upon which the Discharge of ABL Obligations shall have occurred, neither the no Term Agent nor any Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, and and, subject to Section 3.7, will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the any Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but treated in no event later than five Business Days after receipt) remitted to accordance with the ABL Agentprovisions of Section 3.7 and Section 4.1(a). From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent)) and prior to the date upon which the Discharge of Term Obligations shall have occurred, the Controlling Term Agent or any on behalf of the Term Secured Party Parties may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral (other than any ABL Exclusive Collateral); provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Controlling Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement.

Remedies Standstill. (a) The DIP Term Agent, on behalf of itself and the DIP Term Secured PartiesLenders, agrees that, from the date hereof until the date upon which the Discharge of DIP ABL Obligations shall have occurred, neither the DIP Term Agent nor any DIP Term Secured Party Lender will Exercise Any Secured Creditor Remedies with respect to any of the DIP ABL Priority Collateral without the written consent of the DIP ABL Agent, and will not take, receive or accept any Proceeds of DIP ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of DIP ABL Priority Collateral in a Deposit Account controlled by the DIP Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the DIP ABL Agent. From and after the date upon which the Discharge of DIP ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the DIP ABL Agent), the DIP Term Agent or any DIP Term Secured Party Lender may Exercise Any Secured Creditor Remedies under the DIP Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the DIP Term Agent or the any DIP Term Secured Parties Lender is at all times subject to the provisions of this Agreement, including Section 4.1 hereof.

Remedies Standstill. (a) The Term Agent, on behalf of itself and the Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the Term Agent nor any Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral (including the exercise of any right of setoff or any right under any lockbox agreement, account control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which the Term Agent or any Term Secured Party is a party) without the written consent of the ABL Agent, and will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Term Agent or any Term Secured Party may Exercise Any Secured Creditor Remedies under the Term Documents Facility Documentation or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement.

Remedies Standstill. (a) The Term Agent, on behalf of itself and the Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the Term Agent nor any Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, and will not take, receive or accept any Proceeds of ABL Priority CollateralCollateral in connection with the Exercise Any Secured Creditor Remedies, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the such Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Term Agent or any Term Secured Party may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement.

Remedies Standstill. (a) The Each Term Agent, on behalf of itself and the Term Secured PartiesParties represented by it, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the no Term Agent nor any Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, and will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the any Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Controlling Term Agent or any on behalf of the Term Secured Party Parties may Exercise Any Secured Creditor Remedies under the any Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Controlling Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement.

Remedies Standstill. (a) The g. Each Term Agent, on behalf of itself and the Term Secured PartiesParties represented by such Term Agent, agrees that, from the date hereof Amendment and Restatement Date until the date upon which the Discharge of ABL Obligations shall have occurred, neither the no Term Agent nor any Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, and and, subject to Section 3.7, will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the any Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but treated in no event later than five Business Days after receipt) remitted to accordance with the ABL Agentprovisions of Section 3.7 and Section 4.1(a). From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent)) and prior to the date upon which the Discharge of Term Obligations shall have occurred, the Controlling Term Agent or any on behalf of the Term Secured Party Parties may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral (other than any ABL Exclusive Collateral); provided, however, that any Exercise of Secured Creditor Remedies with respect to #94592040v2 EXHIBIT F any Collateral by the Controlling Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement.

Remedies Standstill. (a) The Term Agent, on behalf of itself and the Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the Term Agent nor any Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, and will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Term Agent or any Term Secured Party may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any - 24 - 39168701_7 Collateral by the Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement.

Remedies Standstill. (a) The Term Agent, on behalf of itself and the Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the Term Agent nor any Term Secured Party will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, and will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Term Agent or any Term Secured Party may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent or any of the Term Secured Parties is at all times subject to the provisions of this Agreement.

Remedies Standstill. (a) The Subject to Article 6, each Term Collateral Agent, on behalf of itself and the Other Applicable Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the such Term Collateral Agent nor any Other Applicable Term Secured Party Parties will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Collateral Agent, and will not take, receive or accept any Proceeds of ABL Priority CollateralCollateral in connection with the exercise of any right or remedy (including set-off or credit bid) or in any Insolvency Proceeding relating to the ABL Priority Collateral not expressly permitted by this Agreement, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the any Term Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Collateral Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the each ABL Collateral Agent), the each Term Collateral Agent or and any other Term Secured Party may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Any Secured Creditor Remedies with respect to any Collateral by the such Term Collateral Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement, including Section 4.1 hereof.

Remedies Standstill. (a) The DIP Term Agent, on behalf of itself and the DIP Term Secured Parties, agrees that, from the date hereof until the date upon which the Discharge of DIP ABL Obligations shall have occurred, neither the DIP Term Agent nor any DIP Term Secured Party Lender will Exercise Any Secured Creditor Remedies with respect to any of the DIP ABL Priority Collateral without the written consent of the DIP ABL Agent, and will not take, receive or accept any Proceeds of DIP ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of DIP ABL Priority Collateral in a Deposit Account controlled by the DIP Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the DIP ABL Agent. From and after the date upon which the Discharge of DIP ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the DIP ABL Agent), the DIP Term Agent or any DIP Term Secured Party may Exercise Any Secured Creditor Remedies under the DIP Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the DIP Term Agent or the any DIP Term Secured Parties Party is at all times subject to the provisions of this Agreement, including Section 4.1 hereof.

Remedies Standstill. (a) The Term Each Notes Collateral Agent, on behalf of itself and the Term Notes Secured PartiesParties represented by it, agrees that, from the date hereof until the date upon which the US-DOCS\116541863.10 Discharge of ABL Obligations shall have occurred, neither the Term Agent Notes Collateral Agents nor any Term Notes Secured Party will Exercise of Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL AgentCollateral, and will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Term such Notes Collateral Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receiptsuch Notes Collateral Agent’s actual knowledge of its receipt thereof) remitted to the ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent)occurred, the Term Agent Notes Collateral Agents or any Term Notes Secured Party may Exercise Any Secured Creditor Remedies under the Term Notes Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent Notes Collateral Agents or the Term Notes Secured Parties is at all times subject to the provisions of this Agreement.

Remedies Standstill. (a) The Term Agent, on behalf of itself and the Term Secured PartiesNoteholders, agrees that, from the date hereof until the date upon which the Discharge of ABL Obligations shall have occurred, neither the Term Agent nor any Term Secured Party Noteholder will Exercise Any Secured Creditor Remedies with respect to any of the ABL Priority Collateral without the written consent of the ABL Agent, and will not take, receive or accept any Proceeds of ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of ABL Priority Collateral in a Deposit Account controlled by the Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly (but in no event later than five Business Days after receipt) remitted to the ABL Agent. From and after the date upon which the Discharge of ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the ABL Agent), the Term Agent or any Term Secured Party Noteholder may Exercise Any Secured Creditor Remedies under the Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the Term Agent or the Term Secured Parties is at all times subject to the provisions of this Agreement, including Section 4.1 hereof.