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 Until the Senior Debt has been Paid in Full, the Senior Creditor shall have the exclusive right to manage, perform and enforce (or remedies available not enforce) the terms of the Senior Loan Documents with respect to the Guarantied Party under this GuarantyCollateral, applicable law 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 otherwiseretake control or possession of any Collateral and to hold, but subject to prepare for sale, process, sell, lease, dispose of, or liquidate any Collateral. In that regard, no Junior Creditor shall, without the last sentence prior written consent of this subsection 5.1(b), prior to the time when the Senior Lender Parties shall have received payment in full of all Senior DebtCreditor, neither the Guarantied Party nor the RCT shall, directly or indirectly take any Enforcement ActionAction with respect to any Junior Debt or the Collateral; provided, however, thatthat 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 no Senior Default has occurred and is continuingthe Payment Conditions have been satisfied, receive Permitted Distributions from 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 Borrowers in any way limit or impair the right of (A) the Guarantied Party to join (but not control respect thereof 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 accordance 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 terms of the Guarantied Obligations, or xxx for payment of the Guarantied Obligations, so long as no such action constitutes an Enforcement ActionJunior Loan Documents. Notwithstanding the foregoing, each Junior Creditor may, subject to the extent that 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 Guarantied Obligations are not paid foregoing prohibition shall in any event be held in trust by it for 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 benefit of the Senior Debt Documents to make such payment (including, without limitation, incurring additional revolving borrowings Creditor and promptly paid or delivered to the extent available under 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 Debt Documents)Creditor with respect to management, performance and enforcement of the Guarantied Party Senior Loan Documents and the enforcement and exercise of all privileges, rights and remedies. The Senior Creditor shall not take have any other Enforcement Action or proceed or seek liability to proceed against any Junior Creditor in respect of any Junior Creditor’s failure to obtain repayment in full of the Collateral in any mannerJunior Debt.

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 Until the Senior Lender Parties Debt has been indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents have been terminated, the Senior Agent 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 exclusive right to receive any remaining proceeds of Collateral after payment in full of all Senior Debtmanage, perform and enforce (or (Cnot enforce) 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 with respect to make such payment (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, incurring additional revolving borrowings the exclusive right to the extent available under the Senior Debt Documents)take or retake control or possession of any Collateral and to hold, the Guarantied Party shall not prepare for sale, process, sell, lease, license, utilize, dispose of, or liquidate any Collateral, or to take any other Enforcement Action or proceed or seek with respect to proceed the Collateral. In that regard, the Subordinated Creditor shall not, without the prior written consent of the Senior Agent, take any Enforcement Action with respect to the Collateral. Notwithstanding the foregoing, the Subordinated Creditor may, subject to Section 2.3 of this Agreement, file proofs of claim against the Collateral Loan Parties in any mannerInsolvency Proceeding involving any Loan Parties. Any Distributions or other proceeds of any Enforcement Action obtained by 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 Agent and the Senior Lenders and promptly paid or delivered to the Senior Agent in the form received until all Senior Debt has been indefeasibly paid in full in cash and all commitments to lend under the Senior Debt Documents shall have been terminated. The Subordinated Creditor waives any and all rights to affect the method or challenge the appropriateness of any action by the Senior Agent with respect to management, performance and enforcement of the Senior Debt Documents and the enforcement and exercise of all privileges, rights and remedies. The Senior Agent and the Senior Lenders shall not have any liability to the Subordinated Creditor in respect of the Subordinated Creditor's failure to obtain repayment in full of the Lease Debt.

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 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 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., alone or in concert with others: