No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement. (b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 7 contracts
Sources: Credit Agreement (Blue Buffalo Pet Products, Inc.), Credit Agreement (Campbell Alliance Group Inc), First Lien Credit Agreement (TransFirst Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 6 contracts
Sources: Credit Agreement (Cedar Fair L P), Amendment Agreement (MPBP Holdings, Inc.), Credit Agreement (Lamar Media Corp/De)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 6 contracts
Sources: Credit Agreement, Credit Agreement (Quintiles IMS Holdings, Inc.), Credit Agreement (Bloomin' Brands, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 5 contracts
Sources: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (Cbre Group, Inc.), Amendment and Restatement Agreement (Cbre Group, Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral AgentApplicable Authorized Representative, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral AgentApplicable Authorized Representative, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentApplicable Authorized Representative, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 5 contracts
Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question question, or support any other Person in challenging or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Authorized Representative or Applicable Collateral Agent, (iii) except as provided in Section 2.022.02 and except to the extent such First Lien Secured Parties are the Controlling Secured Parties, it shall have no right to (A) direct the Controlling Applicable Authorized Representative, Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the any exercise by the Controlling Applicable Authorized Representative, Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Applicable Authorized Representative, Applicable Collateral Agent or any other First-Lien Controlling Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Representative, Applicable Collateral Agent or any other First-Lien Controlling Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Representative, Applicable Collateral Agent or other First-Lien Controlling Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Agent, any Authorized Representative or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 4 contracts
Sources: Indenture (Core Scientific, Inc./Tx), Indenture (Cipher Mining Inc.), Indenture (Applied Digital Corp.)
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representatives nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.022.03, it neither such Authorized Representatives nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representatives nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or such other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Collateral Agent, any Authorized Representative or any of the Controlling Collateral Agent or any other First-Lien its Related Secured Party Parties to enforce this Agreement.
(b) . Each First-Lien Authorized Representative, on behalf of itself and its Related Secured Party hereby Parties, agrees that if it such Authorized Representative or any of its Related Secured Parties shall at any time obtain possession of any Shared Collateral or shall realize receive any proceeds or payment in respect Proceeds (other than as a result of any such Shared Collateral, application of Proceeds pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreementSection 2.01(b), ) at any time prior to the Discharge of First Lien Obligations of each of the First-Lien Obligationsother Class, then it shall hold (i) such Shared Collateral, proceeds Authorized Representative or payment in trust for the other First-Lien its Related Secured Parties and promptly transfer such Shared Collateral, proceeds or paymentParty, as the case may be, shall promptly inform each Authorized Representative thereof, (ii) such Authorized Representative or its Related Secured Party shall hold such Shared Collateral or Proceeds in trust for the benefit of the Secured Parties of any Class entitled thereto pursuant to Section 2.01(b) and (iii) such Authorized Representative or its Related Secured Party shall promptly transfer such Shared Collateral or Proceeds to the Controlling Collateral Agent, to be distributed for distribution in accordance with the provisions of Section 2.01 hereof2.01(b).
Appears in 4 contracts
Sources: Credit Agreement (Healthsouth Corp), Credit Agreement (Healthsouth Corp), Credit Agreement (Healthsouth Corp)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Priority Secured Party from challenging or questioning the validity or enforceability of any First-Priority Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 4 contracts
Sources: First Lien/First Lien Intercreditor Agreement (ADT, Inc.), First Lien/First Lien Intercreditor Agreement (ADT, Inc.), First Lien Credit Agreement (ADT, Inc.)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral AgentAuthorized Representative, (iiiii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iviii) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral AgentAuthorized Representative, any Applicable other Authorized Representative Representatives or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representatives or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 4 contracts
Sources: Revolving Credit Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 4 contracts
Sources: Credit Agreement (Virtu Financial, Inc.), Credit Agreement (Virtu Financial, Inc.), Second Lien Credit Agreement (Endurance International Group Holdings, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that that, if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 4 contracts
Sources: Indenture (Momentive Performance Materials Inc.), Credit Agreement (Momentive Performance Materials Inc.), First Lien Intercreditor Agreement (Momentive Performance Materials Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) exercise, or direct the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement, other than this Agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties having a security interest in such Shared Collateral, and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 3 contracts
Sources: Credit Agreement (Lumexa Imaging Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Shared Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-First Lien Secured Parties having a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 3 contracts
Sources: First Lien Intercreditor Agreement (DISH Network CORP), Indenture Agreement (DISH Network CORP), Indenture (DISH Network CORP)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfereinterfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or any other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 3 contracts
Sources: Credit Agreement (Optimum Communications, Inc.), Credit Agreement (Altice USA, Inc.), Credit Agreement (CSC Holdings LLC)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement or the ABL Intercreditor Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to the ABL Intercreditor Agreement or any other intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to the ABL Intercreditor Agreement or any other intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (Houghton Mifflin Harcourt Co), First Lien Intercreditor Agreement (Clear Channel Outdoor Holdings, Inc.), First Lien Intercreditor Agreement
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 3 contracts
Sources: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral AgentAuthorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any other intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral AgentAuthorized Representative, any Applicable other Authorized Representative Representatives or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representatives or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentAuthorized Representative, to be distributed by the Controlling Authorized Representative in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 3 contracts
Sources: Credit Agreement (Ugi Corp /Pa/), Term Loan Credit Agreement (Fuller H B Co), Credit Agreement (Fuller H B Co)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral AgentAuthorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral AgentAuthorized Representative, any Applicable other Authorized Representative Representatives or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representatives or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentAuthorized Representative, to be distributed by the Controlling Authorized Representative in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 3 contracts
Sources: Revolving Credit Agreement (CF Industries Holdings, Inc.), First Lien/First Lien Intercreditor Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or any other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law Applicable Law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 3 contracts
Sources: Credit Agreement (Snap One Holdings Corp.), Second Lien Credit Agreement (Grocery Outlet Holding Corp.), First Lien Credit Agreement (Grocery Outlet Holding Corp.)
No Interference; Payment Over. (a) Each First-Lien ▇▇▇▇ ▇▇▇▇ Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien ▇▇▇▇ ▇▇▇▇ Obligations of any Series or any First-Lien ▇▇▇▇ ▇▇▇▇ Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien ▇▇▇▇ ▇▇▇▇ Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien ▇▇▇▇ ▇▇▇▇ Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien ▇▇▇▇ ▇▇▇▇ Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien ▇▇▇▇ ▇▇▇▇ Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien ▇▇▇▇ ▇▇▇▇ Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien ▇▇▇▇ ▇▇▇▇ Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien ▇▇▇▇ ▇▇▇▇ Secured Party to enforce this Agreement.
(b) Each First-Lien ▇▇▇▇ ▇▇▇▇ Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien ▇▇▇▇ ▇▇▇▇ Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien ▇▇▇▇ ▇▇▇▇ Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien ▇▇▇▇ ▇▇▇▇ Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (TMS International Corp.)
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representative nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.022.03, it neither such Authorized Representative nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) to consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representative nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, Agent or such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement and the ABL/Bond Intercreditor Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representative or any other First-Lien of its Related Secured Party Parties to enforce this Agreement.
(b) Each First-Lien Authorized Representative, on behalf of itself and its Related Secured Party hereby Parties, agrees that if it such Authorized Representative or any of its Related Secured Parties shall at any time obtain possession of any Shared Collateral or shall realize receive any proceeds Proceeds or payment in respect thereof (other than as a result of any such Shared Collateralapplication of Proceeds pursuant to Section 2.01(b)), in each case, pursuant to any First-the applicable Pari Passu Lien Security Document Documents or by as a result of the exercise enforcement of any rights available to it under applicable law or in any Insolvency bankruptcy, insolvency, or Liquidation Proceeding similar proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement)remedies, at any time prior to the Discharge of Pari Passu Lien Obligations of each of the First-Lien Obligationsother Class, then it shall hold (i) such Shared Collateral, proceeds Authorized Representative or payment in trust for the other First-Lien its Related Secured Parties and promptly transfer such Shared Collateral, proceeds or paymentParty, as the case may be, shall promptly inform each Authorized Representative thereof, (ii) such Authorized Representative or its Related Secured Party shall hold such Shared Collateral or Proceeds in trust for the benefit of the Secured Parties of any Class entitled thereto pursuant to Section 2.01(b) and (iii) such Authorized Representative or its Related Secured Party shall promptly transfer such Shared Collateral or Proceeds to the Controlling Collateral Agent, to be distributed for distribution in accordance with the provisions of Section 2.01 hereof2.01(b).
Appears in 2 contracts
Sources: Indenture (MICROSTRATEGY Inc), Indenture (CPI Card Group Inc.)
No Interference; Payment Over. (a) Each Non-Controlling First-Lien Secured Party Party, Non-Controlling First-Lien Representative and Non-Controlling First-Lien Collateral Agent agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Priority Lien Obligations of any Series or any First-Priority Lien Obligations Security Document or the validity, attachment, perfection or priority of any Lien under any First-Priority Lien Obligations Security Document Documents or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the First-Lien Revolving Facility Collateral Agent, any First-Lien Revolving Facility Secured Party, the Notes Collateral Agent, any First-Lien Note Secured Party, any Other First-Priority Lien Obligations Collateral Agent or any Other First-Priority Lien Obligations Secured Party to enforce this Agreement, (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Authorized First-Lien Collateral AgentAgent or any First-Priority Lien Obligations Secured Parties or Applicable First-Lien Representative acting on their behalf, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other Authorized First-Lien Secured Party Collateral Agent, any Applicable First-Lien Representative or any holder of First-Priority Lien Obligations to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Authorized First-Lien Collateral Agent Agent, any Applicable First-Lien Representative or any other First-Priority Lien Obligations Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other Authorized First-Lien Collateral Agent, any Applicable First-Lien Representative or other Controlling First-Priority Lien Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Authorized First-Lien Collateral Agent, any Applicable Authorized First-Lien Representative or any other Controlling First-Priority Lien Obligations Secured Party shall be liable for for, any action taken or omitted to be taken by the Controlling such Authorized First-Lien Collateral Agent, such Applicable Authorized First-Lien Representative or other Controlling First-Priority Lien Obligations Secured Party with respect to any Shared Collateral in accordance with the provisions of this AgreementCollateral, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling First-Lien Revolving Facility Collateral Agent, the First-Lien Revolving Facility Secured Parties, the Notes Collateral Agent, the First-Lien Note Secured Parties, any Other First-Priority Lien Obligations Collateral Agent or any other Other First-Priority Lien Obligations Secured Party Parties to enforce this Agreement.
(b) Each The Non-Controlling First-Lien Representative, Non-Controlling First-Lien Collateral Agent and each other Non-Controlling First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Priority Lien Obligations Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency bankruptcy, insolvency or Liquidation Proceeding similar proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement)remedies, at any time prior to the Discharge of each of the First-Priority Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Priority Lien Obligations Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable First-Lien Representative or the Authorized First-Lien Collateral Agent, in each case to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: First Priority Intercreditor Agreement (Verso Quinnesec REP Holding Inc.), Indenture (Verso Paper Corp.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Applicable Collateral Agent (acting on the instructions of the Controlling Collateral AgentSecured Parties), (iii) except as provided in Section 2.02, it shall have no right to (A) exercise, or direct the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Credit Agreement (Iac/Interactivecorp), Credit Agreement (Match Group, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity validity, allowability or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 2 contracts
Sources: First Lien Pari Passu Intercreditor Agreement (Sotera Health Co), First Lien Pari Passu Intercreditor Agreement (Sotera Health Topco, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Credit Agreement (Cable One, Inc.), Credit Agreement (PRA Health Sciences, Inc.)
No Interference; Payment Over. Subject to Section 1.03, (a) Each First-Lien each of the Pari Passu Secured Party Parties agrees that (i) it will not challenge (and hereby waives any right to) challenge, question or question contest, or support any other Person in challenging, questioning or contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (x) the perfection, priority, validity, attachment or enforceability of any Lien held by or on behalf of any of the Pari Passu Secured Parties in all or any part of the Collateral, (y) the validity or enforceability of any First-Lien Pari Passu Obligations of any Series or any First-Lien Pari Passu Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or (z) the validity or enforceability of the priorities, rights or duties established by by, or any other provisions of provision of, this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Passu Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representative or any other First-Lien Pari Passu Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Indenture (Oppenheimer Holdings Inc), Indenture (Oppenheimer Holdings Inc)
No Interference; Payment Over. (a) Each First-Lien Equal Priority Secured Party agrees that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-Lien Equal Priority Obligations of any Series or any First-Lien Equal Priority Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Equal Priority Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Bankruptcy Case or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Equal Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-Lien Equal Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Agent or other First-Lien Equal Priority Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Equal Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Equal Priority Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Equal Priority Security Document or by the exercise of any rights available to it under applicable law or in any Bankruptcy Case or Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Equal Priority Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Equal Priority Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, Agent to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Equal Priority Intercreditor Agreement (Velocity Financial, Inc.), Equal Priority Intercreditor Agreement (Ww International, Inc.)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral Intercreditor Agent, (iii) except as provided in Section 2.02the case of the Controlling Secured Parties pursuant to an Act of Required Debtholders, it shall have no right to (A) direct the Controlling Collateral Intercreditor Agent or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Intercreditor Agent or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Intercreditor Agent or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Intercreditor Agent or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Intercreditor Agent or any other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Intercreditor Agent or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Intercreditor Agent, to be distributed by the Intercreditor Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 2 contracts
Sources: Credit Agreement (Open Text Corp), Credit Agreement (Open Text Corp)
No Interference; Payment Over. (a) Each First-Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party agrees Party, that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Bankruptcy Case or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party hereby agrees Party, that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral AgentApplicable Authorized Representative, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: First Lien Intercreditor Agreement (Cco Holdings LLC), First Lien Intercreditor Agreement (Cco Holdings LLC)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question question, or support any other Person in challenging or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Authorized Representative or Applicable Collateral Agent, (iii) except as provided in Section 2.022.02 and except to the extent such First Lien Secured Parties are the Controlling Secured Parties, it shall have no right to (A) direct the Controlling Applicable Authorized Representative, Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the any exercise by the Controlling Applicable Authorized Representative, Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Applicable Authorized Representative, Applicable Collateral Agent or any other First-Lien Controlling Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Representative, Applicable Collateral Agent or any other First-Lien Controlling Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Representative, Applicable Collateral Agent or other First-Lien Controlling Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Agent, any Authorized Representative or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
No Interference; Payment Over. (a) Each First-Lien Senior Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Senior Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Senior Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Senior Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Senior Collateral Agent or any other First-Lien Senior Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Senior Collateral Agent or any other First-Lien Senior Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Senior Collateral Agent or any other First-Lien Senior Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Senior Collateral Agent, any Applicable Authorized Representative or any other First-Lien Senior Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Senior Collateral Agent, such Applicable Authorized Representative or other First-Lien Senior Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Senior Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Senior Collateral Agent or any other First-Lien Senior Secured Party to enforce this Agreement.
(b) Each First-Lien Senior Secured Party whose Senior Obligations arise under any Senior Facility hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, Collateral pursuant to any First-Lien Security Senior Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), ) at any time prior to the Discharge of each of the First-Lien ObligationsSenior Obligation Payment Date (determined, solely for this purpose, as if such Senior Facility did not exist), then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Senior Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Senior Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 2 contracts
Sources: Senior Lien Intercreditor Agreement, Senior Lien Intercreditor Agreement (Rite Aid Corp)
No Interference; Payment Over. (a) Each First-Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party agrees Party, that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party hereby agrees that Party, that, other than pursuant to the terms of this Agreement, if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared CollateralProceeds, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared CollateralCollateral or Proceeds, proceeds or payment as the case may be, in trust for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Collateral or paymentProceeds, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (ORBCOMM Inc.), First Lien Intercreditor Agreement (ORBCOMM Inc.)
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representative nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.022.03, it neither such Authorized Representative nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) to consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representative nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or such other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Authorized Representative or any of its Related Secured Party Parties to enforce this Agreement.
(b) Each First-Lien Authorized Representative, on behalf of itself and its Related Secured Party hereby Parties, agrees that if it such Authorized Representative or any of its Related Secured Parties shall at any time obtain possession of any Shared Collateral or shall realize receive any proceeds or payment in respect Proceeds (other than as a result of any such Shared Collateral, application of Proceeds pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreementSection 2.01(b), ) at any time prior to the Discharge of First Lien Obligations of each of the First-Lien Obligationsother Class, then it shall hold (i) such Shared Collateral, proceeds Authorized Representative or payment in trust for the other First-Lien its Related Secured Parties and promptly transfer such Shared Collateral, proceeds or paymentParty, as the case may be, shall promptly inform each Authorized Representative thereof, (ii) such Authorized Representative or its Related Secured Party shall hold such Shared Collateral or Proceeds in trust for the benefit of the Secured Parties of any Class entitled thereto pursuant to Section 2.01(b) and (iii) such Authorized Representative or its Related Secured Party shall promptly transfer such Shared Collateral or Proceeds to the Controlling Collateral Agent, to be distributed for distribution in accordance with the provisions of Section 2.01 hereof2.01(b).
Appears in 2 contracts
Sources: Indenture (Diamond Resorts Parent, LLC), Intercreditor Agreement (Credit Acceptance Corp)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Credit Agreement (Nuvei Corp), First Lien Credit Agreement (Liberty Global PLC)
No Interference; Payment Over. (a) Each FirstPari Passu-Lien Secured Party agrees that (i) it will not challenge or question or support any other Person or entity in any proceeding the validity or enforceability of any FirstPari Passu-Lien Obligations of any Series or any FirstPari Passu-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any FirstPari Passu-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other FirstPari Passu-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other FirstPari Passu-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other FirstPari Passu-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other FirstPari Passu-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other FirstPari Passu-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral Shared Collateral, and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other FirstPari Passu-Lien Secured Party to enforce this Agreement.
(b) Each FirstPari Passu-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any FirstPari Passu-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the FirstPari Passu-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other FirstPari Passu-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Supplemental Indenture (Centrus Energy Corp), Pari Passu Lien Intercreditor Agreement (Centrus Energy Corp)
No Interference; Payment Over. (a) Each First-Lien Loan and Notes Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Loan and Notes Obligations of any Series or any First-Lien Loan and Notes Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Loan and Notes Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Joint Collateral Agent, (iii) except as provided in Section 2.024.04(d), it shall have no right to (A) direct the Controlling Joint Collateral Agent or any other First-Lien Loan and Notes Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien unless such Loan and Notes Secured Party of any right, remedy or power with respect to any Shared Collateralis the Applicable Authorized Representative, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Joint Collateral Agent or any other First-Lien Loan and Notes Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Joint Collateral Agent, any Applicable Authorized Representative or any other First-Lien Loan and Notes Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Joint Collateral Agent, such Applicable Authorized Representative or other First-Lien Loan and Notes Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Joint Collateral Agent or any other First-Lien Loan and Notes Secured Party to enforce this AgreementAgreement or the right to take action permitted by Section 4.04(d).
(b) Each First-Lien Loan and Notes Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Loan and Notes Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Loan and Notes Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Loan and Notes Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Joint Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 4.01 hereof.
Appears in 2 contracts
Sources: Collateral Agency and Intercreditor Agreement (Zayo Group LLC), Collateral Agency and Intercreditor Agreement (American Fiber Systems, Inc.)
No Interference; Payment Over. (a) Each First-Lien Collateral Agent agrees, for itself and on behalf of each applicable Pari Passu Secured Party agrees Party, that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-Lien Pari Passu Obligations of any Series or any First-Lien Pari Passu Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Passu Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Pari Passu Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative Agent or any other First-Lien Pari Passu Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative Agent or other First-Lien Pari Passu Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party to enforce this Agreement.
(b) Each First-Lien Collateral Agent agrees, for itself and on behalf of each applicable Pari Passu Secured Party hereby agrees that Party, that, other than pursuant to the terms of this Agreement, if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Pari Passu Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Pari Passu Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-Lien Pari Passu Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Indenture (Terra Property Trust, Inc.), Indenture (Terra Property Trust, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Bankruptcy Case or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Endeavor Group Holdings, Inc.), First Lien Credit Agreement (Endeavor Group Holdings, Inc.)
No Interference; Payment Over. Subject to Section 1.03, (a) Each First-Lien each of the Pari Passu Secured Party Parties agrees that (i) it will not challenge (and hereby waives any right to) challenge, question or question contest, or support any other Person in challenging, questioning or contesting, in any proceeding (including any Insolvency or Liquidation Proceeding) (x) the perfection, priority, validity, attachment or enforceability any Lien held by or on behalf of any of the Pari Passu Secured Parties in all or any part of the Collateral, (y) the validity or enforceability of any First-Lien Pari Passu Obligations of any Series or any First-Lien Pari Passu Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or (z) the validity or enforceability of the priorities, rights or duties established by by, or any other provisions of provision of, this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Passu Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representative or any other First-Lien Pari Passu Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Indenture (Oppenheimer Holdings Inc), Indenture (Merge Healthcare Inc)
No Interference; Payment Over. (a) Each First-Lien Pari Secured Party agrees that (i) it will not challenge or question (or support any other Person in challenging or questioning) in any proceeding the validity or enforceability of any First-Lien Pari Obligations of any Series or any First-Lien Pari Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.022.03, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Pari Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Pari Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Pari Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Pari Secured Party to enforce this Agreement.
(b) Each First-Lien Pari Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Pari Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Pari Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-Lien Pari Secured Parties and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), Term Loan Credit Agreement (Claros Mortgage Trust, Inc.)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Priority Secured Party from challenging or questioning the validity or enforceability of any First-Priority Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or any other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentApplicable Authorized Representative, to be distributed by the Applicable Authorized Representative in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 2 contracts
Sources: First Lien Credit Agreement (DS Services of America, Inc.), Credit Agreement (Sprouts Farmers Markets, LLC)
No Interference; Payment Over. (a) Each First-Lien Pari Term Loan Debt Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-Lien Pari Term Loan Debt Obligations of any Series or any First-Lien Pari Term Loan Debt Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Term Loan Debt Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Pari Term Loan Debt Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Pari Term Loan Debt Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Pari Term Loan Debt Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Term Loan Debt Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Term Loan Debt Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Pari Term Loan Debt Secured Party to enforce this Agreement.
(b) Each First-Lien Pari Term Loan Debt Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Pari Term Loan Debt Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement, other than this Agreement), at any time prior to the Discharge of each of the First-Lien Pari Term Loan Debt Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Pari Term Loan Debt Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 2 contracts
Sources: Credit Agreement (Jo-Ann Stores Holdings Inc.), Credit Agreement (Nexeo Solutions Finance Corp)
No Interference; Payment Over. (a) Each First-First Lien Secured Party (by accepting the benefits of this Agreement) agrees that (i) it will not challenge or question or support any other Person in challenging or questioning, in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code, (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party (by accepting the benefits of this Agreement) hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreementagreement ), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties having a security interest in the Shared Collateral and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentApplicable Authorized Representative, to be distributed by the Applicable Authorized Representative in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (Outfront Media Minnesota LLC)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 2 contracts
Sources: First Lien Intercreditor Agreement (Hexion Inc.), First Lien Intercreditor Agreement (Momentive Specialty Chemicals Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for (or, if not possible under applicable law, for the benefit of) the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: First Lien Intercreditor Agreement, First Lien Intercreditor Agreement (Nielsen CO B.V.)
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representative nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.022.03, it neither such Authorized Representative nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) to consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representative nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or such other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Authorized Representative or any of its Related Secured Party Parties to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Indenture (United States Steel Corp), Indenture (United States Steel Corp)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcyInsolvency or Liquidation Proceeding, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Applicable Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 2 contracts
Sources: Credit Agreement (Wyndham Destinations, Inc.), Credit Agreement (Wyndham Destinations, Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentAgent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Bloomin' Brands, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.022.03, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Shared Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Focus Financial Partners Inc.), First Lien Credit Agreement (Focus Financial Partners Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code, (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Authorized Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Authorized Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Authorized Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Authorized Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral AgentAgents, any Applicable Authorized Representative Collateral Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Authorized Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Agents or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Authorized Collateral Agent, to be distributed by the Authorized Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
(c) In furtherance of the foregoing, no Grantor shall, nor shall any Grantor permit any Subsidiary to, grant or permit or suffer to exist any Lien on any asset or property to secure any Series of First Lien Obligations unless it has granted a Lien on such asset or property to secure each other Series of First Lien Obligations; provided that, in the event that the Company becomes subject to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended, to the extent necessary and for so long as required for a Subsidiary of the Company not to be subject to the requirement to file separate financial statements with the Securities and Exchange Commission (or any other governmental agency), the Capital Stock of any Subsidiary of the Company shall not be included in the Common Collateral with respect to the Notes or any Additional First Lien Obligations constituting debt securities; provided further that, if the foregoing proviso results in the release of any Lien securing the Notes Obligations, the Company shall notify the Notes Collateral Agent of such release in writing.
Appears in 2 contracts
Sources: First Lien Intercreditor Agreement, First Lien Intercreditor Agreement (Toys R Us Inc)
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representative nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.022.03, it neither such Authorized Representative nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) to consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representative nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or such other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement and the ABL/Bond Intercreditor Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Authorized Representative or any of its Related Secured Party Parties to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Indenture (BMC Stock Holdings, Inc.), Indenture (Builders FirstSource, Inc.)
No Interference; Payment Over. (a) Each First-Second Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Second Lien Obligations of any Series or any First-Second Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Second Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided, that nothing in this Agreement shall be construed to prevent or impair the rights of any Second Lien Secured Party from challenging or questioning the validity or enforceability of any Second Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-Second Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-Second Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Second Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Second Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-Second Lien Secured Party to enforce this Agreement.
(b) Each First-Second Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Second Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Second Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Second Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentApplicable Authorized Representative, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Indenture (Cloud Peak Energy Inc.), Indenture (Sequatchie Valley Coal Corp)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust and as agent, for purposes of Swedish law only, for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral AgentApplicable Authorized Representative, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: First Lien Intercreditor Agreement, First Lien Intercreditor Agreement (Concordia International Corp.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representative or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Credit Agreement (Gentherm Inc), Credit Agreement (Gentherm Inc)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity validity, allowability or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Post Holdings, Inc.), Second Lien Credit Agreement (Post Holdings, Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 2 contracts
Sources: Restatement Agreement (Virtu Financial, Inc.), Credit Agreement (Endurance International Group Holdings, Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided provided, that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Agents or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfereinterfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or any other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: First Lien Intercreditor Agreement, First Lien Intercreditor Agreement (Community Health Systems Inc)
No Interference; Payment Over. (a) Each First-Second Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Second Lien Obligations of any Series or any First-Second Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Second Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.022.03, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Second Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Second Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Second Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Second Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Shared Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Second Lien Secured Party to enforce this Agreement.
(b) Each First-Second Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Second Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Second Lien Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-Second Lien Secured Parties having a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Focus Financial Partners Inc.), Second Lien Credit Agreement (Focus Financial Partners Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to to, or object to, the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party represented by the Controlling Collateral Agent of any right, remedy or power with respect to any Shared Collateral, (iviii) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party represented by the Controlling Collateral Agent seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and shall not otherwise contest, protest or object to any action taken, or any forbearance by, the Controlling Collateral Agent or any First-Lien Secured Party represented by the Controlling Collateral Agent and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights 001317-0004-16372-Active.32162929 available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Pari Passu Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Pari Passu Obligations of any Series or any First-Lien Pari Passu Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Passu Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Passu Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party to enforce this Agreement.
(b) Each First-Lien Pari Passu Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Pari Passu Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Pari Passu Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for each of the other First-Lien Pari Passu Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: Credit Agreement (Costar Group Inc)
No Interference; Payment Over. (ai) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(bii) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties having a security interest in such Shared Collateral and promptly transfer any such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral AgentAgent for such Shared Collateral, to be distributed by such Applicable Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 1 contract
Sources: Credit Agreement (Brocade Communications Systems Inc)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: Credit Agreement (West Corp)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that it (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-Lien Secured Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Collateral Agent or the applicable Sub-Collateral Agent (at the instruction of the Controlling Collateral Agent, ); (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Collateral Agent, the applicable Sub-Collateral Agent, the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative the applicable Sub-Collateral Agent, the Controlling Agent or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative any Sub-Collateral Agent, the Controlling Agent or other First-Lien Secured Party with respect to any Shared Collateral (A) in accordance the case of the Collateral Agent or the applicable Sub-Collateral Agent, to the to the extent not prohibited by the provisions of this Agreement and (B) in the case of any Controlling Agent or any other Secured Party, to the extent not inconsistent with or not otherwise prohibited by the provisions of this Agreement, ; (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral Collateral; and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement)remedies, at any time prior to the Discharge of each in Full of the First-Lien Secured Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the each other First-Lien Secured Parties Party that has a security interest in such Collateral and promptly transfer such Shared Collateral, proceeds LC Priority Collateral Proceeds, S&O Priority Collateral Proceeds or payment, as the case may be, to (i) if such Collateral, proceeds or payment constitutes or is in respect of LC Priority Collateral or LC Priority Collateral Proceeds, to the Controlling LC Facility Agent, as Sub-Collateral Agent, or (ii) if such Collateral, proceeds or payment constitutes or is in respect of S&O Priority Collateral or S&O Priority Collateral Proceeds, to ▇▇▇▇ as Sub-Collateral Agent, in each case, to be distributed in accordance with the provisions of Section 2.01 hereof. For the avoidance of doubt, payments received by any Secured Parties of principal, interest, fees, indemnities, expenses or other amounts pursuant to the terms of the applicable Secured Transaction Documents are not considered Shared Collateral or proceeds thereof for purposes of this Section 2.03(b).
Appears in 1 contract
Sources: Collateral Agency and Intermediation Rights Agreement (Par Pacific Holdings, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any First Lien/Second Lien Intercreditor Agreement, the ABL Intercreditor Agreement or any other intercreditor agreementagreement with respect to any Shared Collateral) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Controlling Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Controlling Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Foundation Building Materials, Inc.)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Priority Secured Party from challenging or questioning the validity or enforceability of any First-Priority Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled Table of Contents upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 1 contract
Sources: First Lien Credit Agreement (Hospitality Distribution Inc)
No Interference; Payment Over. (a) Each First-Lien Junior Secured Party Obligations Secured Party, Junior Representative and Junior Collateral Agent agrees that (i) it will not take or cause to be taken any action the purpose or effect of which is, or could be, to make any Junior Claim pari passu with, or to give such Junior Secured Obligations Secured Party any preference or priority relative to, any Senior Claim with respect to the Collateral securing the Senior Claims or any part thereof, (ii) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series ABL Facility Security Document or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any the ABL Facility Security Documents or the First-Lien Security Document Documents, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (iiiii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Senior Secured Obligations Collateral by the Controlling Applicable Collateral AgentAgent or any Senior Secured Obligations Secured Parties or any Senior Representative acting on their behalf, (iiiiv) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent Agent, any Senior Representative or any other First-Lien holder of Senior Secured Party Obligations to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Senior Secured Obligations Collateral (including pursuant to any other intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent Agent, any Senior Representative or any other First-Lien Senior Secured Obligations Secured Party of any right, remedy or power with respect to any Shared Senior Secured Obligations Collateral, (ivv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent Agent, any Senior Representative or any other First-Lien Senior Secured Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateralto, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Senior Representative or any other First-Lien Senior Secured Obligations Secured Party shall be liable for for, any action taken or omitted to be taken by the Controlling such Collateral Agent, such Applicable Authorized Senior Representative or other First-Lien Senior Secured Obligations Secured Party with respect to any Shared Senior Secured Obligations Collateral in accordance with the provisions of this Agreement, (vvi) it will not seek, and hereby waives any right, to have any Shared Senior Secured Obligations Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vivii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Collateral Agent, any Authorized Representative, the ABL Facility Collateral Agent, any ABL Facility Secured Party or any First- Lien Secured Parties to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: Indenture (National CineMedia, LLC)
No Interference; Payment Over. (a) Each First-Lien of the Collateral Agents and Authorized Representatives, for itself and on behalf of the Pari Passu Secured Party Parties of the Series for whom it is acting, agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Pari Passu Obligations of any Series or any First-Lien Pari Passu Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Passu Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Passu Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party to enforce this Agreement.
(b) Each First-Lien of the Collateral Agents, for itself and on behalf of the Pari Passu Secured Party hereby Parties of the Series for whom it is acting, agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Pari Passu Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Pari Passu Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Pari Passu Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) 2.03.1 Each First-Lien Secured Pari Passu Party agrees that (i) it will not challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-Lien Pari Passu Obligations of any Series or any First-Lien Security Pari Passu Loan Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Pari Passu Loan Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it . A Pari Passu Party will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Pari Passu Party. A Pari Passu Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Pari Passu Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured . Neither Pari Passu Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Pari Passu Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it . A Pari Passu Party will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured a Pari Passu Party to enforce this Agreement.
(b) 2.03.2 Each First-Lien Secured Pari Passu Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Pari Passu Loan Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Pari Passu Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Pari Passu Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to will be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: Pari Passu Intercreditor Agreement
No Interference; Payment Over. (a) Each First-of the First Lien Secured Party Parties agrees that (i) it will not challenge (and hereby waives any right to) challenge, question or question contest, or support any other Person in challenging, questioning or contesting, in any proceeding (including any Insolvency or Liquidation Proceeding) (x) the perfection, priority, validity, attachment or enforceability of any Lien held by or on behalf of any of the First Lien Secured Parties in all or any part of the Shared Collateral, (y) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or (z) the validity or enforceability of the priorities, rights or duties established by by, or any other provisions of provision of, this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling any Collateral Agent, (iii) except as provided in Section Section 2.02, it shall have no right to (A) direct the Controlling any Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling any Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling any Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling no Collateral Agent, nor any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling such Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Agent, any Authorized Representative or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared CollateralCollateral or shall realize any proceeds or any other payment as contemplated by Section 2.01(b)(ii) hereof, pursuant to or on account of any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreementagreement or in contravention of this Agreement), at any time prior to the Discharge of each Series of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section Section 2.01 hereof.
Appears in 1 contract
Sources: Indenture (Windstream Parent, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Collateral Agent (at the instruction of the Controlling Collateral Agent), (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Collateral Agent or the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative the Controlling Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative the Controlling Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent and any Senior Class Debt Representative or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement)remedies, at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof. For the avoidance of doubt, payments of principal, interest, fees, indemnities and expenses in the ordinary course of business are not considered Shared Collateral or proceeds thereof for purposes of this Section 2.03(b).
Appears in 1 contract
Sources: Intercreditor Agreement (Sabine Pass Tug Services, LLC)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral AgentAuthorized Representative, (iiiii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iviii) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral AgentAuthorized Representative, any Applicable other Authorized Representative Representatives or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representatives or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentAuthorized Representative, to be distributed by the Controlling Authorized Representative in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 1 contract
Sources: Credit Agreement (Communications Sales & Leasing, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent or the Vehicle Collateral Trustee (acting at the direction of the Controlling Collateral Agent), (iii) except as provided in Section 2.022.03, it shall have no right to (A) direct the Controlling Collateral Agent (or the Vehicle Collateral Trustee (acting at the direction of the Controlling Collateral Agent)) or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent (or the Vehicle Collateral Trustee (acting at the direction of the Controlling Collateral Agent)) or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent (or the Vehicle Collateral Trustee (acting at the direction of the Controlling Collateral Agent)) or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, the Vehicle Collateral Trustee, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, the Vehicle Collateral Trustee, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent (or the Vehicle Collateral Trustee (acting at the direction of the Controlling Collateral Agent)), it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Shared Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Agent, the Vehicle Collateral Trustee or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-First Lien Secured Parties having a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: First Lien Intercreditor Agreement (GMR Solutions Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party Creditor agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority (notwithstanding any lack thereof, including without limitation, due to an absence or failure of, or delay in, the execution and filing of a mortgage with respect to real property, the execution and delivery of a control agreement, or otherwise obtaining perfection or priority) of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Applicable Security Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Applicable Security Agent or any other First-Lien Secured Party Creditor to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Applicable Security Agent or any other First-Lien Secured Party Creditor of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Applicable Security Agent or any other First-Lien Secured Party Creditor seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral no Security Agent, any Applicable Authorized Representative or any other First-Lien Secured Party Creditor shall be liable for any action taken or omitted to be taken by the Controlling Collateral Applicable Security Agent, such Applicable Authorized Representative or any other First-Lien Secured Party Creditor with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Applicable Security Agent or any other First-Lien Secured Party Creditor to enforce this Agreement.
(b) Each First-Lien Secured Party Creditor hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement)) or otherwise, at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties Creditors and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Applicable Security Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 1 contract
Sources: Term Loan Credit Agreement (AdvancePierre Foods Holdings, Inc.)
No Interference; Payment Over. (a) Each First-Lien of the Pari Passu Secured Party Parties agrees that (i) it will not challenge (and hereby waives any right to) challenge, question or question contest, or support any other Person in challenging, questioning or contesting, in any proceeding (including any Insolvency or Liquidation Proceeding) (x) the perfection, priority, validity, attachment or enforceability any Lien held by or on behalf of any of the Pari Passu Secured Parties in all or any part of the Collateral, (y) the validity or enforceability of any First-Lien Pari Passu Obligations of any Series or any First-Lien Pari Passu Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or (z) the validity or enforceability of the priorities, rights or duties established by by, or any other provisions of provision of, this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.0211.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Passu Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Agent, any Authorized Representative or any other First-Lien Pari Passu Secured Party to enforce this Agreement.
(b) Each First-Lien Pari Passu Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Pari Passu Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Pari Passu Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Pari Passu Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 11.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representative nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section Sections 2.02, it 2.03 and 2.04, neither such Authorized Representative nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other FirstPari-Passu Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) to consent to the exercise by the Controlling Collateral Agent or any other FirstPari-Passu Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representative nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other FirstPari-Passu Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any the Applicable Authorized Representative or any other FirstPari-Passu Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or such other FirstPari-Passu Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attemptShared Collateral; provided, directly or indirectlyhowever, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Authorized Representative or any of its Related Secured Party Parties to enforce this Agreement.
(b) Each First-Lien Authorized Representative, on behalf of itself and its Related Secured Party hereby Parties, agrees that if it such Authorized Representative or any of its Related Secured Parties shall at any time after the occurrence and during the continuation of an Event of Default obtain possession of any Shared Collateral or shall realize receive any proceeds or payment in respect Proceeds (other than as a result of any such Shared Collateral, application of Proceeds pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreementSection 2.01(b), ) at any time prior to the Discharge of LC Facility Obligations and the Discharge of Pari-Passu Lien Obligations of each of other Class, (i) such Authorized Representative or its Related Secured Party, as the First-Lien Obligationscase may be, then it shall promptly inform each Authorized Representative thereof, (ii) such Authorized Representative or its Related Secured Party shall hold such Shared Collateral, proceeds Collateral or payment Proceeds in trust for the other Firstbenefit of the Pari-Passu Lien Secured Parties of any Class entitled thereto pursuant to Section 2.01 and (iii) such Authorized Representative or its Related Secured Party shall promptly transfer such Shared CollateralCollateral or Proceeds to the Collateral Agent for distribution in accordance with Section 2.01(b). Furthermore, in the event of any Insolvency or Liquidation Proceeding in which a determination is made that any Lien encumbering any Shared Collateral is not enforceable for any reason, each Authorized Representative (on behalf of itself and its Related Secured Parties) agrees that, prior to the Discharge of LC Facility Obligations and the Discharge of Pari-Passu Lien Obligations of each other Class, any distribution or recovery it may receive with respect to, or allocable to, the value of the assets intended to constitute such Shared Collateral or any proceeds thereof shall be segregated and held in trust and forthwith paid over to the Collateral Agent for the benefit of the Pari-Passu Lien Secured Parties (in accordance with Section 2.01, notwithstanding such determination) in the same form as received, without recourse, representation or paymentwarranty (other than a representation of such Authorized Representative that it has not otherwise sold, assigned or transferred or pledged any right, title or interest in and to such distribution or recovery) but with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Collateral Agent and each Authorized Representative, on behalf of itself and its Related Secured Parties, agrees that if the Collateral Agent or such Authorized Representative (or any of its Related Secured Parties) shall at any time, other than when an Event of Default has occurred and is continuing, obtain possession of any Shared Collateral or receive any Proceeds (other than as a result of any application of Proceeds pursuant to Section 2.01(b)) thereof, the Collateral Agent or such Authorized Representative (or its Related Secured Party), as the case may be, will convey such Shared Collateral or Proceeds, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereofGrantors.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcyInsolvency or Liquidation Proceeding, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Applicable Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by US-DOCS\99073489.6 judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 1 contract
Sources: Credit Agreement (W R Grace & Co)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from (x) challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code or (y) contesting or supporting any other Person in contesting the validity or enforceability of any First Lien Obligations of any Series or any First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First Lien Security Document, in each case, solely to the extent such Series of First Lien Obligations or such Liens were incurred in violation of the Secured Credit Documents then in effect at the time of incurrence; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding (including any Insolvency or Liquidation Proceedings) any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral Collateral, and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party Authorized Representative to enforce this Agreement.
(b) . Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-of the First Lien Secured Party Parties agrees that it will not (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-Lien Security Secured Debt Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Secured Debt Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfereinterfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other similar proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of under this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral Shared Collateral, and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this AgreementAgreement as to itself.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect on account of any such Shared Collateral, pursuant to any First-Lien Security Secured Debt Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement) or otherwise (including any adequate protection payments), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed pursuant to the priorities set forth in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Equal Priority Secured Party agrees that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-Lien Equal Priority Obligations of any Series or any First-Lien Equal Priority Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Equal Priority Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or other proceeding Liquidation Proceeding any claim against the Controlling Collateral Agent or any other First-Lien Equal Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-Lien Equal Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Agent or other First-Lien Equal Priority Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Equal Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Equal Priority Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Equal Priority Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Equal Priority Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-Lien Equal Priority Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, Agent to be distributed in accordance with the provisions of Section 2.01 hereof. If, notwithstanding the payment subordination provision of 2.01(d), any Equal Priority Secured Party (or any authorized representative thereof) receives a payment or distribution of any kind or character in contravention of the payment subordination provision of 2.01(d), the Equal Priority Secured Party shall hold such payment or recovery in trust for the benefit of all Equal Priority Secured Parties for distribution in accordance with Section 2.01(a) and Section 2.01(d).
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Pari Debt Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-Lien Pari Debt Obligations of any Series or any First-Lien Pari Debt Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Debt Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Pari Debt Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Pari Debt Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Pari Debt Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative Agent or any other First-Lien Pari Debt Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative Agent or other First-Lien Pari Debt Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Pari Debt Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: Amended and Restated Credit Agreement (IASIS Healthcare LLC)
No Interference; Payment Over. (a) Each First-First Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Priority Obligations of any Series or any First-First Lien Priority Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Priority Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Priority Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Priority Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Priority Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Priority Secured Party to enforce this Agreement.
(b) Each First-First Lien Priority Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Priority Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Priority Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Priority Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: First Lien Priority Intercreditor Agreement (Domus Holdings Corp)
No Interference; Payment Over. (a) Each First-Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party agrees Party, that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party hereby agrees that Party, that, other than pursuant to the terms of this Agreement, if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof. No parties intend the trust under this Section 2.03(b) to create a security interest under the laws of Australia or any state or territory thereof.
Appears in 1 contract
Sources: Pari Passu Intercreditor Agreement (Cardtronics PLC)
No Interference; Payment Over. (a) Each FirstSecond-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any FirstSecond-Lien Obligations of any Series or any FirstSecond-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any FirstSecond-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other FirstSecond-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other FirstSecond-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other FirstSecond-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other FirstSecond-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other FirstSecond-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other FirstSecond-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling such Applicable Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement, other than this Agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: First Lien Intercreditor Agreement (Mohegan Tribal Gaming Authority)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to undertake or maintain any Enforcement Action, exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: Credit Agreement (Trinseo S.A.)
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representative nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.022.03, it neither such Authorized Representative nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) to consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representative nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or such other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Authorized Representative or any of its Related Secured Party Parties to enforce this Agreement.
(b) Each First-Lien Authorized Representative, on behalf of itself and its Related Secured Party hereby Parties, agrees that if it such Authorized Representative or any of its Related Secured Parties shall at any time obtain possession of any Shared Collateral or shall realize receive any proceeds or payment in respect Proceeds (other than as a result of any such Shared Collateral, application of Proceeds pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreementSection 2.01(b), ) at any time prior to the Discharge of Second Lien Obligations of each of the First-Lien Obligationsother Class, then it shall hold (i) such Shared Collateral, proceeds Authorized Representative or payment in trust for the other First-Lien its Related Secured Parties and promptly transfer such Shared Collateral, proceeds or paymentParty, as the case may be, shall promptly inform each Authorized Representative thereof, (ii) such Authorized Representative or its Related Secured Party shall hold such Shared Collateral or Proceeds in trust for the benefit of the Secured Parties of any Class entitled thereto pursuant to Section 2.01(b) and (iii) such Authorized Representative or its Related Secured Party shall promptly transfer such Shared Collateral or Proceeds to the Controlling Collateral Agent, to be distributed for distribution in accordance with the provisions of Section 2.01 hereof2.01(b).
Appears in 1 contract
Sources: Indenture (Rotech Healthcare Inc)
No Interference; Payment Over. (a) Each First-Lien Pari Passu Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Pari Passu Obligations of any Series or any First-Lien Pari Passu Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Passu Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Passu Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: Credit Agreement (Costar Group Inc)
No Interference; Payment Over. (a) Each First-Lien Pari Debt Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity validity, allowability or enforceability of any First-Lien Pari Debt Obligations of any Series or any First-Lien Pari Debt Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Debt Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Pari Debt Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Pari Debt Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Pari Debt Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Debt Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Debt Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Pari Debt Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: Credit Agreement (West Corp)
No Interference; Payment Over. (a) Each First-Lien Pari Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Pari Obligations of any Series or any First-Lien Pari Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.022.03, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Pari Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by by, or object to the forbearance of exercise by, the Controlling Collateral Agent or any other First-Lien Pari Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Pari Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Pari Secured Party to enforce this Agreement.
(b) Each First-Lien Pari Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Pari Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Pari Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-Lien Pari Secured Parties and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: First Lien Credit Agreement (Hayward Holdings, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling [Applicable] Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling [Applicable] Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling [Applicable] Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling [Applicable] Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling [Applicable] Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling [Applicable] Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling [Applicable] Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the Pledge and Assignment or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the Pledge and Assignment or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions injunctions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or the Pledge and Assignment or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: Credit Agreement (Continental Building Products, Inc.)
No Interference; Payment Over. (a) Each First-Second Lien Secured Party agrees that (i) it will not (and hereby waives any right to) challenge or question in any proceeding the validity or enforceability of any First-Second Lien Obligations of any Series or any First-Second Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Second Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the right of any Second Lien Secured Party to challenge or question the validity or enforceability of any Second Lien Obligation constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) except as provided in Section 2.02, it will not take or cause to be taken any action the purpose or intent of which is, or could be, is to interfereinterfere with, hinder or delay, delay in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Second Lien Agent, ; (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Second Lien Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Second Lien Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, ; (iv) it will not institute any suit or assert in any suit, suit or bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Second Lien Agent or any other First-Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Second Lien Agent, any Applicable Authorized Representative or any other First-Second Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Second Lien Agent, such Applicable Authorized Representative or any other First-Second Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement or the Senior Lien Intercreditor Agreement, ; (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral Collateral; and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Second Lien Agent or any other First-Second Lien Secured Party to enforce this Agreement.
(b) Each First-Second Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, Collateral pursuant to any First-Second Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including or pursuant to any intercreditor agreement), ) at any time prior to the Discharge of each of the First-Second Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Second Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, Second Lien Agent to be distributed by the Second Lien Agent in accordance with the provisions of Section 2.01 hereof2.01(a).
Appears in 1 contract
Sources: Second Lien Credit Agreement (Quicksilver Resources Inc)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 1 contract
Sources: First Lien Intercreditor Agreement (PAETEC Holding Corp.)
No Interference; Payment Over. (a) Each First-Senior Lien Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-Senior Lien Obligations of any Series or any First-Senior Lien Security Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Senior Lien Security Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-Senior Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any Senior/Junior Intercreditor Agreement, or any other intercreditor agreementagreement with respect to any Shared Collateral) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-Senior Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Senior Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Controlling Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Controlling Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Controlling Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: Credit Agreement (Herbalife Ltd.)
No Interference; Payment Over. (a) Each FirstSecond-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any FirstSecond-Lien Obligations of any Series or any FirstSecond-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any FirstSecond-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other FirstSecond-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other FirstSecond-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other FirstSecond-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other FirstSecond-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other FirstSecond-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other FirstSecond-Lien Secured Party to enforce this Agreement.
(b) Each FirstSecond-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any FirstSecond-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the FirstSecond-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other FirstSecond-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof; provided, however, if required pursuant to the terms of the First Lien/Second Lien Intercreditor Agreement, the Controlling Collateral Agent shall transfer such Shared Collateral, proceeds or payment to the First Lien Controlling Collateral Agent.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Term Loan/Notes Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Term Loan/Notes Secured Obligations of any Series or any First-Lien Term Loan/Notes Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Term Loan/Notes Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Term Loan/Notes Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Term Loan/Notes Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Agent, the Applicable Authorized Representative or any other First-Lien Term Loan/Notes Secured Party represented by the Applicable Authorized Representative seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Term Loan/Notes Secured Party represented by any Applicable Authorized Representative shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien such Term Loan/Notes Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Term Loan/Notes Secured Party to enforce this Agreement.
(b) Each First-Lien Term Loan/Notes Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Term Loan/Notes Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each other Series of the First-Lien ObligationsTerm Loan/Notes Secured Obligations with respect to such Shared Collateral, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Term Loan/Notes Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Sources: Pari Passu Intercreditor Agreement (J C Penney Co Inc)