Common use of Filing of Motions Clause in Contracts

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading or motion, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the First Priority Representative (including the validity and enforceability thereof) or any other First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, provided that (a) the Second Priority Representative may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby, (b) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Secured Party in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, including, without limitation, any claims secured by the Common Collateral, if any, in each case in a manner not inconsistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummated.

Appears in 2 contracts

Samples: Intercreditor Agreement, Intercreditor Agreement (Seagate Technology)

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Filing of Motions. Until the First Priority Lien Obligations Payment Date has occurred, the Second Priority Representative Lien Agent agrees on behalf of itself and the other Second Priority Lien Secured Parties that no Second Priority Lien Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the Collateral Agent, the First Priority Representative Lien Agent (including the validity and enforceability thereof) or any other First Priority Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that, provided that (a) the Second Priority Representative may file a proof of claim in an Insolvency Proceeding, accordance with and subject to the limitations contained in this Agreement Agreement, and only if consistent with the terms and the limitations on Second Lien Agent and Second Lien Secured Parties imposed hereby: (a) in any Insolvency Proceeding, Second Lien Agent may file a claim or statement of interest with respect to the Second Priority Representative imposed hereby, Lien Obligations; (b) Second Lien Agent may take any action not adverse to Liens on Common Collateral securing the First Lien Obligations or adverse to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under of any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Lien Secured Party with respect thereto, in respect of the order to preserve or protect Liens on Common Collateral, Collateral securing the Second Priority Representative or any Lien Obligations; (c) Second Priority Lien Secured Party shall be entitled to Parties may file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings pleading made by any person Person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority ObligationsLien Secured Parties, including, including without limitation, any limitation claims secured by the Common Collateral, if any; (d) in any Insolvency Proceeding, in each case in a manner not inconsistent Second Lien Secured Parties may file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of Credit Parties arising under the Bankruptcy Code or other bankruptcy, insolvency, reorganization, receivership or similar law; and (e) Second Lien Agent or Second Lien Secured Parties may exercise any of their respective rights and remedies with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of respect to Common Collateral pursuant to a sale of assets under Section 363 of after the Bankruptcy Code, so long as (i) the cash portion expiration of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedStandstill Period.

Appears in 2 contracts

Samples: Intercreditor Agreement (Quest Energy Partners, L.P.), Intercreditor Agreement (Quest Resource Corp)

Filing of Motions. Until the First Priority Lien Obligations Payment Date has occurred, the Second Priority Representative Lien Agent agrees on behalf of itself and the other Second Priority Lien Secured Parties that no Second Priority Lien Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the Collateral Agent, the First Priority Representative Lien Agent (including the validity and enforceability thereof) or any other First Priority Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that, provided that (a) the Second Priority Representative may file a proof of claim in an Insolvency Proceeding, accordance with and subject to the limitations contained in this Agreement Agreement, and only if consistent with the terms and the limitations on Second Lien Agent and Second Lien Secured Parties imposed hereby: (a) in any Insolvency Proceeding, Second Lien Agent may file a claim or statement of interest with respect to the Second Priority Representative imposed hereby, Lien Obligations; (b) Second Lien Agent may take any action not adverse to Liens on Collateral securing the First Lien Obligations or adverse to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under of any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Lien Secured Party with respect thereto, in respect of the Common Collateral, order to preserve or protect Liens on Collateral securing the Second Priority Representative or any Lien Obligations; (c) Second Priority Lien Secured Party shall be entitled to Parties may file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings pleading made by any person Person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority ObligationsLien Secured Parties, including, including without limitation, any limitation claims secured by the Common Collateral, if any; (d) in any Insolvency Proceeding, in each case in a manner not inconsistent with the terms Second Lien Secured Parties may file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets Obligors arising under Section 363 of the Bankruptcy CodeCode or other bankruptcy, so long as insolvency, reorganization, receivership or similar law; and (ie) Second Lien Agent or Second Lien Secured Parties may exercise any of their respective rights and remedies with respect to Collateral after the cash portion expiration of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedStandstill Period.

Appears in 2 contracts

Samples: Intercreditor Agreement (Quest Resource Corp), Credit Agreement (Quest Energy Partners, L.P.)

Filing of Motions. (a) Until the First Priority ABL Obligations Payment Date has occurred, the Second Priority Representative Term Loan Agent agrees on behalf of itself and the other Second Priority Term Loan Secured Parties that no Second Priority Term Loan Secured Party shall, in or in connection with any Insolvency Proceeding, file take any pleading action with respect to the ABL Priority Collateral or motionthe validity or enforceability of any of the ABL Documents or any of the ABL Obligations thereunder, take including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, that in each case (i) violates, or is prohibited by, this Section 5 (or, in respect the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Common CollateralTerm Loan Agent or Term Loan Secured Parties, includingin whole or in part, without limitation, with respect as a result of their interest in the ABL Priority Collateral or in the Term Loan Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the First Priority Representative ABL Agent (including the validity and enforceability thereof) or any other First Priority ABL Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, ; provided that the Term Loan Agent may (aA) the Second Priority Representative may file a proof of claim in an Insolvency ProceedingProceeding and (B) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Term Loan Secured Parties on the ABL Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative Term Loan Agent imposed hereby, . (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Agent agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the extent it Term Loan Priority Collateral or the validity or enforceability of any of the Term Loan Documents or any of the Term Loan Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would not preventviolate or be prohibited by this Agreement), restrict (ii) asserts any right, benefit or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents privilege that arises in favor of the First ABL Agent or ABL Secured Parties, in whole or in part, as a result of their interest in the Term Loan Priority Representative Collateral or in any ABL Lien on the Term Loan Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Loan Agent (including the validity and enforceability thereof) or any other First Priority Term Loan Secured Party in respect or the value of any claims of such parties under Section 506(a) of the Common Collateral, Bankruptcy Code or otherwise; provided that the Second Priority Representative or any Second Priority Secured Party shall be entitled to ABL Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) file any necessary responsive or defensive pleadings in opposition to of any motion, claim, adversary proceeding motion or other pleadings made by any person Person objecting to or otherwise seeking the disallowance of the claims in respect of the Second ABL Secured Parties on the Term Loan Priority Obligations, including, without limitation, any claims secured by the Common Collateral, if any, in each case subject to the limitations contained in a manner not inconsistent this Agreement and only if consistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) limitations on the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedABL Agent imposed hereby.

Appears in 2 contracts

Samples: Revolving Loan Credit Agreement (CDW Finance Corp), Term Loan Agreement (CDW Corp)

Filing of Motions. Until Except as otherwise set forth in and expressly permitted by this Agreement, until the First Priority Senior Obligations Payment Date has occurred, the Second Priority Junior Representative agrees on behalf of itself and the other Second Priority Junior Secured Parties that no Second Priority Junior Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Senior Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the First Priority Senior Representative (including the validity and enforceability thereof) or any other First Priority Senior Secured Party in respect of any Senior Collateral or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, otherwise without the prior written consent of the Senior Representative; provided that the Junior Representative or any other Junior Secured Party may (ai) the Second Priority Representative may file a proof of claim in an Insolvency Proceeding, (ii) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any Person objecting to or otherwise seeking the disallowance of the claims of the Junior Secured Parties on the Senior Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Junior Representative imposed hereby, (biii) file any reasonably necessary pleadings, objections, motions or agreements which assert rights or interests available to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor unsecured creditors of the First Priority Representative Loan Parties arising under either the Bankruptcy Code or any other First Priority Secured Party in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, including, without limitation, any claims secured by the Common Collateral, if anyapplicable non-bankruptcy law, in each case case, if not otherwise in a manner not inconsistent with contravention of the terms of this Agreement Agreement, (iv) make any reasonably necessary arguments and motions in order to preserve or protect their Liens on the Collateral that are, in each case, not otherwise in contravention of the terms of this Agreement, with respect to the Junior Obligations and the Collateral, (v) exercise any of its rights or remedies with respect to the Collateral after the termination of the Standstill Period, to the extent permitted by this Agreement, (vi) vote on any plan of reorganization in any Insolvency Proceeding, to the extent not prohibited by or in any way inconsistent with the provisions hereof and (cvii) present a cash bid at any auction or credit bid in connection hearing, or with respect to any disposition of Common Collateral pursuant to a sale of assets Collateral, under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash Code or credit bid is likely to be consummatedotherwise.

Appears in 2 contracts

Samples: Intercreditor Agreement, Intercreditor Agreement (Stereotaxis, Inc.)

Filing of Motions. (a) Until the First Priority Revolving Facility Obligations Payment Date has occurred, the Second Priority Representative Term Facility Agent agrees on behalf of itself and the other Second Priority Term Facility Secured Parties that no Second Priority Term Facility Secured Party shall, in or in connection with any Insolvency Proceeding, file take any pleading action with respect to the Revolving Facility Priority Collateral or motionthe validity or enforceability of any of the Revolving Facility Documents or any of the Revolving Facility Obligations thereunder, take including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, that in each case (i) violates, or is prohibited by, this Section 5 (or, in respect the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in favor of the Common CollateralTerm Facility Agent or Term Facility Secured Parties, includingin whole or in part, without limitation, with respect as a result of their interest in the Revolving Facility Priority Collateral or in the Term Facility Lien on the Revolving Facility Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the First Priority Representative Revolving Facility Agent (including the validity and enforceability thereof) or any other First Priority Revolving Facility Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, ; provided that the Term Facility Agent may (aA) the Second Priority Representative may file a proof of claim in an Insolvency ProceedingProceeding and (B) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Term Facility Secured Parties on the Revolving Facility Priority Collateral, in each case subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative Term Facility Agent imposed hereby, . (b) Until the Term Facility Obligations Payment Date has occurred, the Revolving Facility Agent agrees on behalf of itself and the other Revolving Facility Secured Parties that no Revolving Facility Secured Party shall, in or in connection with any Insolvency Proceeding, take any action with respect to the extent it Term Facility Priority Collateral or the validity or enforceability of any of the Term Facility Documents or any of the Term Facility Obligations thereunder, including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that in each case (i) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would not preventviolate or be prohibited by this Agreement), restrict (ii) asserts any right, benefit or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents privilege that arises in favor of the First Revolving Facility Agent or Revolving Facility Secured Parties, in whole or in part, as a result of their interest in the Term Facility Priority Representative Collateral or in any Revolving Facility Lien on the Term Facility Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the Term Facility Agent (including the validity and enforceability thereof) or any other First Priority Term Facility Secured Party in respect or the value of any claims of such parties under Section 506(a) of the Common Collateral, Bankruptcy Code or otherwise; provided that the Second Priority Representative or any Second Priority Secured Party shall be entitled to Revolving Facility Agent may (A) file a proof of claim in an Insolvency Proceeding and (B) file any necessary responsive or defensive pleadings in opposition to of any motion, claim, adversary proceeding motion or other pleadings made by any person Person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Revolving Facility Secured Parties on the Term Facility Priority Obligations, including, without limitation, any claims secured by the Common Collateral, if any, in each case subject to the limitations contained in a manner not inconsistent this Agreement and only if consistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) limitations on the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedRevolving Facility Agent imposed hereby.

Appears in 2 contracts

Samples: Term Facility Credit Agreement (Fender Musical Instruments Corp), Revolving Facility Credit Agreement (Fender Musical Instruments Corp)

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Junior Priority Representative agrees on behalf of itself and the other Second Junior Priority Secured Parties that no Second Junior Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading or motion, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Shared Collateral, including, without limitation, including with respect to the determination of any Liens or claims held by the First Priority Representative (including the validity and enforceability thereof) held by the First Priority Representative or any other First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, ; provided that (a) in any Insolvency Proceeding, the Second Junior Priority Representative may file a proof of claim in an Insolvency Proceeding, subject or statement of interest with respect to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second applicable Junior Priority Representative imposed herebyLiens, (b) the Junior Priority Representative may take any such action (not adverse to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor Liens on the Shared Collateral securing the First Priority Obligations, or the rights of either the First Priority Representative or any other the First Priority Secured Party Parties to exercise remedies in respect thereof) to the extent required to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Common Shared Collateral, (c) in any Insolvency Proceeding, the Second Junior Priority Representative or any Second Priority Secured Party shall be entitled to may file any necessary or responsive or defensive pleadings pleading in opposition to any motion, claim, adversary proceeding or other pleadings made pleading filed by any person Person objecting to or otherwise seeking the disallowance of the claims claim or Lien of such Junior Priority Representative or any Junior Priority Secured Party, (d) the Junior Priority Representative may file any pleadings, objections, motions or agreements which assert rights available to unsecured creditors arising under any Insolvency Proceeding or applicable non-bankruptcy law and (e) the Junior Priority Representative and each Junior Priority Secured Party may vote on any plan of reorganization in respect any Insolvency Proceedings; provided, however, that in the case of each of clauses (a), (b), (c), (d) and (e) above, such actions are permitted only to the Second Priority Obligationsextent such actions are not inconsistent with, including, without limitation, any claims secured by the Common Collateral, if any, in each case and could not result in a manner not resolution inconsistent with with, the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedAgreement.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Community Choice Financial Inc.), Indenture (Rotech Healthcare Inc)

Filing of Motions. Until the First Priority Lien Obligations Payment Date has occurred, the Second Priority Representative Lien Agent agrees on behalf of itself and the other Second Priority Lien Secured Parties that no Second Priority Lien Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the Collateral Agent, the First Priority Representative Lien Agent (including the validity and enforceability thereof) or any other First Priority Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that, provided that (a) the Second Priority Representative may file a proof of claim in an Insolvency Proceeding, accordance with and subject to the limitations contained in this Agreement Agreement, and only if consistent with the terms and the limitations on Second Lien Agent and Second Lien Secured Parties imposed hereby: (a) in any Insolvency Proceeding, Second Lien Agent may file a claim or statement of interest with respect to the Second Priority Representative imposed hereby, Lien Obligations; (b) Second Lien Agent may take any action not adverse to Liens on Collateral securing the First Lien Obligations or adverse to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under of any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Lien Secured Party with respect thereto, in respect of the Common Collateral, order to preserve or protect Liens on Collateral securing the Second Priority Representative or any Lien Obligations; (c) Second Priority Lien Secured Party shall be entitled to Parties may file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings pleading made by any person Person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, Lien Secured Parties including, without limitation, any claims secured by the Common Collateral, if any; it being agreed and understood that the Standstill Period shall be tolled during the pendency of any Insolvency Proceeding; (d) in any Insolvency Proceeding, in each case in a manner not inconsistent with the terms Second Lien Secured Parties may file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets Obligors arising under Section 363 of the Bankruptcy CodeCode or other bankruptcy, so long as insolvency, reorganization, receivership or similar law; and (ie) Second Lien Agent or Second Lien Secured Parties may exercise any of their respective rights and remedies with respect to Collateral after the cash portion expiration of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedStandstill Period.

Appears in 1 contract

Samples: Intercreditor and Collateral Agency Agreement (PostRock Energy Corp)

Filing of Motions. (a) Until the First Priority ABL Obligations Payment Date has occurred, the Second Priority Term Loan Representative agrees on behalf of itself and the other Second Priority Term Loan Secured Parties that no Second Priority Term Loan Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common ABL Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the First Priority ABL Representative (including the validity and enforceability thereof) or any other First Priority ABL Secured Party in respect of any ABL Collateral or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, ; provided that (a) the Second Priority Term Loan Representative may (i) propose, support or prosecute any matter with respect to the Term Loan DIP Financing (as defined in Section 5.2(b)), (ii) file a proof of claim in an Insolvency Proceeding, and (iii) file any necessary responsive or defensive pleadings in opposition of any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of the claims of the Term Loan Secured Parties on the ABL Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Term Loan Representative imposed hereby, . (b) Until the Term Loan Obligations Payment Date has occurred, the ABL Representative agrees on behalf of itself and the other ABL Secured Parties that no ABL Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Term Loan Collateral, including, without limitation, with respect to the extent it would not prevent, restrict determination of any Liens or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor of claims held by the First Priority Term Loan Representative (including the validity and enforceability thereof) or any other First Priority Term Loan Secured Party in respect of any Term Loan Collateral or the Common Collateralvalue of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the ABL Representative may (i) propose, support or prosecute any matter with respect to the Second Priority Representative or any Second Priority Secured Party shall be entitled to ABL DIP Financing (as defined in Section 5.2(a)), (ii) file a proof of claim in an Insolvency Proceeding, and (iii) file any necessary responsive or defensive pleadings in opposition to of any motion, claim, adversary proceeding motion or other pleadings made by any person Person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, including, without limitation, any claims secured by ABL Secured Parties on the Common ABL Collateral, if any, in each case in a manner not inconsistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummated.

Appears in 1 contract

Samples: Intercreditor Agreement (Basic Energy Services Inc)

Filing of Motions. (a) Until the Discharge of the First Priority Lien Obligations Payment Date has occurred, the Second Priority Representative Lien Agent agrees on behalf of itself and the other Second Priority Lien Secured Parties that no Second Priority Lien Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the First Priority Representative Lien Agent (including the validity and enforceability thereof) or any other First Priority Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, ; provided that (a) the Second Priority Representative Lien Agent may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative Lien Agent imposed hereby, . (b) to Until the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor Discharge of the First Priority Representative or any Lien Obligations and Discharge of the Second Lien Obligations have occurred, the Third Lien Agent agrees on behalf of itself and the other First Priority Third Lien Secured Parties that no Third Lien Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority ObligationsCollateral, including, without limitation, with respect to the determination of any Liens or claims held by the First Lien Agent or the Second Lien Agent (including the validity and enforceability thereof) or any other First Lien Secured Party or Second Lien Secured Party or the value of any claims secured by of such parties under Section 506(a) of the Common CollateralBankruptcy Code or otherwise; provided that the Third Lien Agent may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if any, in each case in a manner not inconsistent consistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) limitations on the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedThird Lien Agent imposed hereby.

Appears in 1 contract

Samples: Intercreditor and Subordination Agreement (USA Synthetic Fuel Corp)

Filing of Motions. Until the First Priority Lien Obligations Payment Date has occurredhave been Paid in Full, the Second Priority Lien Representative agrees on behalf of itself and the other Second Priority Lien Secured Parties that no neither the Second Priority Lien Representative nor any Second Lien Secured Party shall, in or in connection with any Insolvency ProceedingProceeding with respect to any Grantor, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the First Priority Lien Representative (including the validity and enforceability thereof) or any other First Priority Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, ; provided that (a) the Second Priority Lien Representative may (i) file a proof claim or statement of claim interest in an Insolvency ProceedingProceeding with respect to any Grantor, (ii) file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the Second Lien Secured Parties, including any claims secured by the Collateral, if any, or otherwise make any agreements or file any motions or objections pertaining to the claims of the Second Lien Secured Parties, in each case in accordance with and not inconsistent with the terms of this Agreement in order to create, perfect, preserve or protect its Lien on the Collateral, (iii) file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of the Grantors arising under either any Insolvency Proceeding with respect to any Grantor or applicable non-Bankruptcy Law and not inconsistent with the terms of this Agreement, (iv) make a bid on all or any portion of the Collateral in any foreclosure proceeding or action, including, for the avoidance of doubt and without limitation, any sale pursuant to Section 363 of the Bankruptcy Code, which bid shall include a cash portion at least equal to the First Lien Obligations and (v) take such other actions which are not adverse to the Liens and interests of the First Lien Secured Parties or otherwise inconsistent with the priorities of this Agreement (including as to releases and including under Section 3.01) to preserve and protect its second priority Lien on the Collateral, in each case with respect to the foregoing clauses (i) through (v), subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Lien Representative imposed hereby, (b) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Secured Party in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, including, without limitation, any claims secured by the Common Collateral, if any, in each case in a manner not inconsistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummated.

Appears in 1 contract

Samples: Intercreditor Agreement (Eastman Kodak Co)

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Junior Priority Representative agrees on behalf of itself and the other Second Junior Priority Secured Parties that no Second Junior Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading or motion, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Shared Collateral, including, without limitation, including with respect to the determination of any Liens or claims held by the First Priority Representative (including the validity and enforceability thereof) held by the First Priority Representative or any other First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, ; provided that (a) in any Insolvency Proceeding, the Second Junior Priority Representative may file a proof of claim in an Insolvency Proceeding, subject or statement of interest with respect to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second applicable Junior Priority Representative imposed herebyLiens, (b) the Junior Priority Representative may take any such action (not adverse to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor Liens on the Shared Collateral securing the First Priority Obligations, or the rights of either the First Priority Representative or any other the First Priority Secured Party Parties to exercise remedies in respect thereof) to the extent required to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Common Shared Collateral, (c) in any Insolvency Proceeding, the Second Junior Priority Representative or any Second Priority Secured Party shall be entitled to may file any necessary or responsive or defensive pleadings pleading in opposition to any motion, claim, adversary proceeding or other pleadings made pleading filed by any person Person objecting to or otherwise seeking the disallowance of the claims claim or Lien of such Junior Priority Representative or any Junior Priority Secured Party, (d) the Junior Priority Representative may file any pleadings, objections, motions or agreements which assert rights available to unsecured creditors arising under any Insolvency Proceeding or applicable non- bankruptcy law and (e) the Junior Priority Representative and each Junior Priority Secured Party may vote on any plan of reorganization in respect any Insolvency Proceedings; provided, however, that in the case of each of clauses (a), (b), (c), (d) and (e) above, such actions are permitted only to the Second Priority Obligationsextent such actions are not inconsistent with, including, without limitation, any claims secured by the Common Collateral, if any, in each case and could not result in a manner not resolution inconsistent with with, the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedAgreement.

Appears in 1 contract

Samples: Revolving Credit Agreement (Community Choice Financial Inc.)

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading or motion, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case solely in respect of any of the Common Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the First Priority Representative Creditors (including the validity validity, priority and enforceability thereof) or any other First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwiseotherwise and will not challenge or contest any of the First Priority Liens or First Priority Obligations, provided that (a) the Second Priority Representative may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative and the Second Priority Secured Parties imposed hereby, (b) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Secured Party Creditors in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, including, without limitation, any claims secured by the Common Collateral, if any, in each case in a manner not inconsistent with the terms of this Agreement and (c) the Second Priority Representative may present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is Creditors are reasonably satisfied that such cash or credit bid is reasonably likely to be consummated.

Appears in 1 contract

Samples: Intercreditor Agreement (DT Credit Company, LLC)

Filing of Motions. (a) Until the First Priority Obligations Payment Date Discharge of Credit Facility Claims has occurred, the Second Priority Representative Indenture Agent agrees on behalf of itself and the other Second Priority Secured Parties Indenture Holders that no Second Priority Secured Party Indenture Holder shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Credit Facility Priority Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the First Priority Representative Credit Facility Agent (including the validity and enforceability thereof) or any other First Priority Secured Party Credit Facility Claim Holder or the value of any claims of such parties under Section 506(a) of Title 11 of the Bankruptcy United States Code or otherwise, ; provided that (a) the Second Priority Representative Indenture Holders may file a proof of claim in an Insolvency Proceeding, subject or a statement of interest pursuant to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby, Section 3.1(a)(ii)(A) . (b) to Until the extent it would not preventDischarge of Indenture Obligations has occurred, restrict the Credit Facility Agent agrees on behalf of itself and the other Credit Facility Claim Holders that no Credit Facility Claim Holder shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise limit take any rights granted or created hereunder or under any First Priority Security Documents action whatsoever, in favor of the First Priority Representative or any other First Priority Secured Party each case in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Indenture Priority ObligationsCollateral, including, without limitation, with respect to the determination of any Liens or claims held by the Indenture Agent (including the validity and enforceability thereof) or any other Indenture Holder or the value of any claims secured by of such parties under Section 506(a) of Title 11 of the Common Collateral, if any, in each case in United States Code or otherwise; provided that the Credit Facility Claim Holders may file a manner not inconsistent with the terms proof of this Agreement and (c) present claim or a cash or credit bid in connection with any disposition statement of Common Collateral interest pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i3.1(b)(ii)(A) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummated.

Appears in 1 contract

Samples: Intercreditor Agreement (Kratos Defense & Security Solutions, Inc.)

Filing of Motions. Until Except as expressly set forth in this Article 6, until the First Priority Discharge of ABL Obligations Payment Date has occurred, the Second Priority Representative each Term Collateral Agent agrees on behalf of itself and the other Second Priority Other Applicable Term Secured Parties that no Second Priority such Term Secured Party shall, shall in or in connection with any Insolvency Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common ABL Priority Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the First Priority Representative (including the validity and enforceability thereof) held by the ABL Collateral Agent or any other First Priority ABL Secured Party or the value of any claims of such parties under Section 506(a) of in each such case if such action is inconsistent with the Bankruptcy Code or otherwise, terms and limitations imposed hereby on the Term Secured Parties; provided that each Term Secured Party may (ai) the Second Priority Representative may file a proof of claim claims and vote on any plan of reorganization or plan or arrangement in an Insolvency ProceedingProceeding of any Credit Party, (ii) file a claim or statement of interest with respect to any of the Term Obligations owed to it in any Insolvency Proceeding of any Credit Party and (iii) file any pleading, motion, objection or agreement, and take any position at any hearing or proceeding, under any Insolvency Proceeding of any Credit Party which asserts rights available to unsecured creditors of any Credit Party arising under such Insolvency Proceeding or applicable non-bankruptcy law, in each case of the foregoing clauses (i), (ii) and (iii), subject to the limitations contained imposed hereby on the Term Secured Parties. Except as expressly set forth in this Agreement and only if consistent with Article 6, until the terms Discharge of Term Obligations has occurred, the ABL Collateral Agent agrees on behalf of itself and the limitations on the Second Priority Representative imposed herebyother ABL Secured Parties that no such ABL Secured Party shall in or in connection with any Insolvency Proceeding, (b) to the extent it would not preventfile any pleadings or motions, restrict take any position at any hearing or proceeding of any nature, or otherwise limit take any rights granted or created hereunder or under any First Priority Security Documents action whatsoever, in favor of the First Priority Representative or any other First Priority Secured Party each case in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Term Priority ObligationsCollateral, including, without limitation, with respect to the determination of any Liens or claims (including the validity and enforceability thereof) held by any Term Collateral Agent or any other Term Secured Party or the value of any claims secured by the Common Collateral, if any, of such parties in each such case in a manner not if such action is inconsistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of limitations imposed hereby on the Bankruptcy Code, so long as ABL Secured Parties; provided that each ABL Secured Party may (i) the cash portion file proof of claims and vote on any plan of reorganization or plan of arrangement in an Insolvency Proceeding of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and Credit Party, (ii) file a claim or statement of interest with respect to any of the First Priority Representative is reasonably satisfied that such cash or credit bid is likely ABL Obligations owed to be consummated.it in any Insolvency Proceeding of any Credit Party and

Appears in 1 contract

Samples: Intercreditor Agreement (Postmedia Network Canada Corp.)

Filing of Motions. (a) Until the First Priority Obligations Payment Date Discharge of Credit Facility Claims has occurred, the Second each Priority Representative agrees Lien Representative, on behalf of itself and the other Second Priority Secured Parties it represents, agrees that no Second Priority Lien Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Credit Facility Priority Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the Credit Facility Agent (including the validity and enforceability thereof) or any other Credit Facility Lender or the value of any claims of such parties under Section 506(a) of Title 11 of the United States Code or otherwise; provided that the Priority Lien Secured Parties may file a proof of claim or a statement of interest pursuant to Section 3.1(a)(ii)(A). (b) Until the Discharge of Priority Lien Obligations has occurred, the Credit Facility Agent agrees on behalf of itself and the other Credit Facility Lenders that no Credit Facility Lender shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Indenture Priority Collateral, including, without limitation, with respect to the determination of any Liens or claims held by any Priority Lien Secured Party (including the validity and enforceability thereof) or the value of any claims of such parties under Section 506(a) of Title 11 of the United States Code or otherwise; provided that the Credit Facility Lenders may file a proof of claim or a statement of interest pursuant to Section 3.2(a)(ii)(A). (c) Until the Discharge of Priority Lien Obligations and the Discharge of Credit Facility Claims has occurred, each Subordinated Lien Representative agrees on behalf of itself and the other Subordinated Lien Secured Parties that no Subordinated Lien Secured Party shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including, without limitation, with respect to the determination of any Liens or claims held by any of the First Credit Facility Lenders or Priority Representative Lien Secured Parties (including the validity and enforceability thereof) or any other First Priority Secured Party or the value of any claims of such parties under Section 506(a) of Title 11 of the Bankruptcy United States Code or otherwise, ; provided that (a) the Second Priority Representative Subordinated Lien Secured Parties may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby, (b) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor a statement of the First Priority Representative or any other First Priority Secured Party in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, including, without limitation, any claims secured by the Common Collateral, if any, in each case in a manner not inconsistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral interest pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i3.1(a)(ii)(A) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedSection 3.2(a)(ii)(A).

Appears in 1 contract

Samples: Intercreditor Agreement (American Apparel, Inc)

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading or motion, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the First Priority Representative (including including, without limitation, the validity and enforceability thereof) or any other First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, provided that that (a) the Second Priority Representative may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby, (b) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Secured Party in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, including, without limitation, any claims secured by the Common Collateral, if any, in each case in a manner not inconsistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummated.

Appears in 1 contract

Samples: Intercreditor Agreement (Seagate Technology PLC)

Filing of Motions. (a) Until the First Priority Lien Obligations Payment Date has occurredhave been Paid in Full, each of the Second Priority Representative Lien Representatives agrees on behalf of itself and the other Second Priority Lien Secured Parties and each of the Third Lien Representatives agrees on behalf of itself and the other Third Lien Secured Parties that no Second Priority Lien Secured Party and no Third Lien Secured Party, as applicable, shall, in or in connection with any Insolvency Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common CollateralCollateral (including not objecting to any adequate protection in favor of the holders of the First Lien Obligations and not seeking or receiving such adequate protection to the extent that adequate protection is not also received by the holders of the First Lien Obligations in respect thereof, it being understood that to the extent the holders of the First Lien Obligations shall be permitted to receive adequate protection, the holders of Second Lien Obligations may seek adequate protection under the conditions set forth in Section 5.04), including, without limitation, with respect to the determination of any Liens or claims held by the First Priority Representative Lien Representatives (including the validity and enforceability thereof) or any other First Priority Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, ; provided that (a) the Second Priority Representative Lien Representatives and the Third Lien Representatives may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative Lien Representatives and the Third Lien Representatives imposed hereby, hereby and may seek adequate protection subject to the terms of Section 5.04 of this Agreement. (b) to To the extent it would the First Lien Obligations shall have been Paid in Full and so long as the Second Lien Obligations shall not preventhave been Paid in Full, restrict each of the Third Lien Representatives agrees on behalf of itself and the other Third Lien Secured Parties that no Third Lien Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise limit take any rights granted or created hereunder or under action whatsoever, in each case in respect of any First Priority Security Documents of the Collateral (including not objecting to any adequate protection in favor of the First Priority Representative or any other First Priority Secured Party in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect holders of the Second Priority ObligationsLien Obligations and not seeking or receiving such adequate protection to the extent such adequate protection is not also received by the holders of the Second Lien Obligations in respect thereof, it being understood that to the extent the holders of the Second Lien Obligations shall be permitted to receive adequate protection, the holders of Third Lien Obligations may seek adequate protection under the conditions set forth in Section 5.04), including, without limitation, with respect to the determination of any Liens or claims held by the Second Lien Representatives (including the validity and enforceability thereof) or any other Second Lien Secured Party or the value of any claims secured by of such parties under Section 506(a) of the Common CollateralBankruptcy Code or otherwise; provided that the Third Lien Representatives may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if any, in each case in a manner not inconsistent consistent with the terms and the limitations on the Third Lien Representatives imposed hereby and may seek adequate protection subject to the terms of Section 5.04 of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedAgreement.

Appears in 1 contract

Samples: Intercreditor Agreement (Dobson Communications Corp)

Filing of Motions. Until the First Second Priority Obligations Payment Date has occurred, the Second Junior Priority Representative agrees on behalf of itself and the other Second Junior Priority Secured Parties that no Second Junior Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading or motion, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Shared Collateral, including, without limitation, including with respect to the determination of any Liens or claims held by the First Priority Representative (including the validity and enforceability thereof) held by the Second Priority Representative or any other First Second Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, ; provided that (a) in any Insolvency Proceeding, the Second Junior Priority Representative may file a proof of claim in an Insolvency Proceeding, subject or statement of interest with respect to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second applicable Junior Priority Representative imposed herebyLiens, (b) the Junior Priority Representative may take any such action (not adverse to the extent it would not preventSecond Priority Liens on the Shared Collateral securing the Second Priority Obligations, restrict or otherwise limit any the rights granted or created hereunder or under any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Secured Party in respect of the Common Collateral, either the Second Priority Representative or any the Second Priority Secured Party shall be entitled Parties to exercise remedies in respect thereof) to the extent required to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Shared Collateral, (c) in any Insolvency Proceeding, the Junior Priority Representative may file any necessary or responsive or defensive pleadings pleading in opposition to any motion, claim, adversary proceeding or other pleadings made pleading filed by any person Person objecting to or otherwise seeking the disallowance of the claims claim or Lien of such Junior Priority Representative or any Junior Priority Secured Party, (d) the Junior Priority Representative may file any pleadings, objections, motions or agreements which assert rights available to unsecured creditors arising under any Insolvency Proceeding or applicable non-bankruptcy law and (e) the Junior Priority Representative and each Junior Priority Secured Party may vote on any plan of reorganization in respect any Insolvency Proceedings; provided, however, that in the case of each of clauses (a), (b), (c), (d) and (e) above, such actions are permitted only to the Second Priority Obligationsextent such actions are not inconsistent with, including, without limitation, any claims secured by the Common Collateral, if any, in each case and could not result in a manner not resolution inconsistent with with, the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedAgreement.

Appears in 1 contract

Samples: Indenture (Rotech Healthcare Inc)

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Filing of Motions. (a) Until the First Priority each Credit Agreement Obligations Payment Date has occurred, the Second Priority Representative each Secured Counterparty agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shallit shall not, in or in connection with any Insolvency Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case (i) in respect of any of the Common Credit Agreement Secured Parties’ interests in the Credit Agreement Primary Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the First Priority any Credit Agreement Representative (including the validity and enforceability thereof) or any other First Priority Credit Agreement Secured Party or (ii) contesting the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise. (b) Until each Secured Counterparty Obligations Payment Date has occurred, provided each Credit Agreement Representatives on behalf of the Credit Agreement Secured Parties agrees that it shall not, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case (ai) in respect of any of Secured Counterparties’ interests in the Second Priority Representative Secured Counterparty Primary Collateral, including, without limitation, with respect to the determination of any Liens or claims held by any Secured Counterparty (including the validity and enforceability thereof) or (ii) contesting the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise. (c) Until each Secured Counterparty Obligations Payment Date has occurred for all other Secured Counterparties, each Secured Counterparty agrees that it shall not, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case (i) in respect of any of such other Secured Counterparties’ interests in such other Secured Counterparty’s Secured Counterparty Primary Collateral, including, without limitation, with respect to the determination of any Liens or claims held by such Secured Counterparty (including the validity and enforceability thereof) or (ii) contesting the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise. (d) Until each Credit Agreement Obligations Payment Date and each Secured Counterparty Obligations Payment Date has occurred, Sowood agrees that it shall not, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case (i) in respect of any of the Credit Agreement Secured Parties or the Secured Counterparties’ interests in the Collateral, including, without limitation, with respect to the determination of any Liens or claims held by any Credit Agreement Secured Party or any Secured Counterparty (including the validity and enforceability thereof) or (ii) contesting the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise. (e) Notwithstanding anything to the contrary in this Agreement, each Secured Counterparty, the Credit Agreement Representatives, each Credit Agreement Secured Party, and Sowood may file a proof of claim in an a Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby, (b) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Secured Party in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, including, without limitation, any claims secured by the Common Collateral, if any, in each case in a manner not inconsistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedAgreement.

Appears in 1 contract

Samples: Subordination and Intercreditor Agreement (Total Gas & Electricity (PA) Inc)

Filing of Motions. (a) Until the Discharge of First Priority Obligations Payment Date Claims has occurred, the Second Priority Representative agrees Agent agrees, on behalf of itself and the other Second Priority Secured Parties Lenders that no Second Priority Secured Party Lender shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common First Priority Collateral, including, without limitation, including with respect to the determination of any Liens or claims held by the First Priority Representative Agent (including the validity and priority, validity, perfection, avoidability or enforceability thereof) or any other First Priority Secured Party Lender or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, ; provided that (a) the Second Priority Representative Lenders may file a proof of claim in an Insolvency Proceeding, subject pursuant to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby, Section 3.1(a)(ii)(A) and/or take any other Permitted Action. (b) to Until the extent it would not preventDischarge of Second Priority Claims has occurred, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor of the First Priority Representative or any Agent agrees on behalf of itself and the other First Priority Secured Party Lenders that no First Priority Lender shall, in or in connection with any Insolvency or Liquidation Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each ease in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority ObligationsCollateral, includingincluding with respect to the determination of any Liens or claims held by the Second Priority Agent (including the priority, without limitationvalidity, perfection, avoidability or enforceability thereof) or any other Second Priority Lender or the value of any claims secured by the Common Collateral, if any, in each case in a manner not inconsistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets such parties under Section 363 506(a) of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of Code or otherwise; provided that the First Priority Obligations Payment Date and (iiLenders may file a proof of claim pursuant to Section 3.1(b)(ii)(A) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedand/or take any other Permitted Action.

Appears in 1 contract

Samples: Intercreditor Agreement (Broadview Networks Holdings Inc)

Filing of Motions. Until (i) The Term Agent agrees for itself and on behalf of the First other Term Secured Parties that, until the ABL Priority Obligations Claims Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Term Secured Party shall, in or in connection with any Insolvency Proceeding, file take any pleading action or motionsupport any other Person in taking any action with respect to the ABL Priority Collateral or the validity or enforceability of any of the ABL Documents or any of the ABL Obligations thereunder, take including by filing any pleadings or motions or taking any position at any hearing or proceeding of any nature, that (i) violates, or otherwise take any action whatsoeveris prohibited by, this Article V (or would, in each case the absence of an Insolvency Proceeding, otherwise violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that arises in respect of any favor of the Common CollateralTerm Agent or Term Secured Parties, includingin whole or in part, without limitation, with respect as a result of their interest in the ABL Priority Collateral or from any Term Lien on the ABL Priority Collateral (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in any way to the determination of any Liens or claims held by the First Priority Representative ABL Agent (including the validity and enforceability thereof) or any other First Priority ABL Secured Party or the value of any claims claim of such parties under Section 506(a) of the Bankruptcy Code or otherwise, ; provided that the Term Agent may (aA) the Second Priority Representative may file a proof of claim or statement of interest with respect to the Term Obligations in an Insolvency ProceedingProceeding (provided that, subject in the event the Term Agent has failed to file any such proof of claim or statement of interest within ten days prior to the limitations contained in this Agreement and only if consistent with bar date applicable to such claim, the terms and ABL Agent may, but shall not be obligated to) file any such proof of claim or statement of interest on behalf of the limitations on the Second Priority Representative imposed herebyTerm Agent), (bB) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Secured Party in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person Person objecting to or otherwise seeking the disallowance of the claims in respect Liens of the Second Term Secured Parties on the ABL Priority Obligations, including, without limitation, Collateral and (C) vote on any claims secured by the Common Collateral, if anyplan of reorganization in any Insolvency Proceeding, in each case case, subject to the limitations contained in a manner not inconsistent this Agreement and only if consistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedlimitations imposed hereby.

Appears in 1 contract

Samples: Intercreditor Agreement (Noranda Aluminum Holding CORP)

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency ProceedingProceeding in respect of any Loan Party, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Agreement, (b) asserts any right, benefit or privilege that arises in respect of any favor of the Second Priority Representative or Second Priority Secured Parties in their capacity as secured creditors solely as a result of their interest in the Common CollateralCollateral or in the Second Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, includingpriority, without limitation, with respect to the determination enforceability or voidability of any Liens or claims held by the First Priority Representative (including the validity and enforceability thereof) or any other First Priority Secured Party Party, or the value extent to which the First Priority Obligations constitute secured claims under section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative may take the actions specifically set forth in Section 3.2. The First Priority Representative agrees on behalf of itself and the other First Priority Secured Parties that no First Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that challenges the validity, priority, enforceability or voidability of any Liens or claims of such parties held by the Second Priority Representative or any other Second Priority Secured Party, or the extent to which the Second Priority Obligations constitute secured claims under Section section 506(a) of the Bankruptcy Code or otherwise, provided except that (a) the Second Priority Representative may file a proof foregoing shall not limit the ability of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby, (b) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Secured Party in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, including, without limitation, any claims secured by the Common Collateral, if any, in each case in a manner not inconsistent with enforce the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedAgreement.

Appears in 1 contract

Samples: Intercreditor Agreement (Lee Enterprises, Inc)

Filing of Motions. (1) Until the First Priority ABL Obligations Payment Date has occurred, subject to Sections 3.1(1), (3) and (4), each of the Second Priority Representative agrees on behalf of itself and the other Second Priority Non-ABL Secured Parties agrees that no Second Priority such Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including, without limitation, whatsoever with respect to the determination of any Liens or claims held by the First Priority Representative any ABL Secured Party (including the validity and enforceability thereof) or the value of any claims of such parties in any such Insolvency Proceeding or otherwise; provided that such Non-ABL Secured Parties may accelerate their respective Obligations for the sole purpose of filing a proof of claim in an Insolvency Proceeding and take or participate in legal proceedings arising thereunder, and take action for the conversion of any floating charge to a fixed charge, in each case, subject to the limitations contained in this Section 5. (2) Until the Term Obligations Payment Date has occurred, subject to Sections 3.1(2) and (3), each of the Secured Parties (other First Priority than the Term Agent) agrees that no such Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever with respect to the determination of any Liens or claims held by any Term Credit Secured Party (including the validity and enforceability thereof) or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code in any such Insolvency Proceeding or otherwise, ; provided that (a) such other Secured Parties may accelerate their respective Obligations for the Second Priority Representative may file sole purpose of filing a proof of claim in an Insolvency ProceedingProceeding and take or participate in legal proceedings thereunder, and take action for the conversion of any floating charge to a fixed charge, subject to the limitations contained in Section 3.5 and this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby, (b) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Secured Party in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, including, without limitation, any claims secured by the Common Collateral, if any, in each case in a manner not inconsistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummated5.

Appears in 1 contract

Samples: Inter Creditor Agreement

Filing of Motions. Until the First Priority Lien Obligations Payment Date has occurred, the Second Priority Representative Lien Agent agrees on behalf of itself and the other Second Priority Lien Secured Parties that no Second Priority Lien Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the Collateral Agent, the First Priority Representative Lien Agent (including the validity and enforceability thereof) or any other First Priority Lien Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that, provided that (a) the Second Priority Representative may file a proof of claim in an Insolvency Proceeding, accordance with and subject to the limitations contained in this Agreement Agreement, and only if consistent with the terms and the limitations on Second Lien Agent and Second Lien Secured Parties imposed hereby: (a) in any Insolvency Proceeding, Second Lien Agent may file a claim or statement of interest with respect to the Second Priority Representative imposed hereby, Lien Obligations; (b) Second Lien Agent may take any action not adverse to Liens on Collateral securing the First Lien Obligations or adverse to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under of any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Lien Secured Party with respect thereto, in respect of the Common Collateral, order to preserve or protect Liens on Collateral securing the Second Priority Representative or any Lien Obligations; (c) Second Priority Lien Secured Party shall be entitled to Parties may file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings pleading made by any person Person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, Lien Secured Parties including, without limitation, any claims secured by the Common Collateral, if any; it being agreed and understood that the Standstill Period shall be tolled during the pendency of any Insolvency Proceeding; (d) in any Insolvency Proceeding, in each case in a manner not inconsistent with the terms Second Lien Secured Parties may file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets Obligor arising under Section 363 of the Bankruptcy CodeCode or other bankruptcy, so long as insolvency, reorganization, receivership or similar law; and (ie) Second Lien Agent or Second Lien Secured Parties may exercise any of their respective rights and remedies with respect to Collateral after the cash portion expiration of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedStandstill Period.

Appears in 1 contract

Samples: Intercreditor and Collateral Agency Agreement (PostRock Energy Corp)

Filing of Motions. Until the First Discharge of Senior Priority Obligations Payment Date has occurred, the Second each Junior Priority Representative agrees Agent agrees, on behalf of itself and the other Second each applicable Junior Priority Secured Parties Party, that no Second Junior Priority Secured Party shall, in or in connection with any Insolvency Proceedingor Liquidation Proceeding commenced by or against any Grantor or GLBR, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that violates, or is prohibited by or in respect contravention of, this Section 6 (or, in the absence of any Insolvency or Liquidation Proceeding commenced by or against any Grantor or GLBR, otherwise would violate, or be prohibited by or in contravention of the Common Collateralthis Agreement), including, without limitation, with respect to the determination of any Liens or claims held by the First any Senior Priority Representative Agent (including the validity and enforceability thereof) or any other First Senior Secured Party in respect of any Senior Priority Collateral or Senior Priority Obligations; provided that, notwithstanding this Section 6.6 to the contrary, each Junior Priority Agent or the Junior Priority Secured Party or the value of any claims of such parties under Section 506(aParties may (i) of the Bankruptcy Code or otherwise, provided that (a) the Second Priority Representative may file a proof of claim in an Insolvency Proceeding, subject or statement of interest with respect to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Junior Priority Representative imposed hereby, Obligations; (bii) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Secured Party in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary or appropriate responsive or defensive pleadings in opposition to any motion, filing, application, claim, adversary proceeding proceeding, proposal, plan of reorganization, arrangement or composition or other pleadings pleading made by any person Person objecting to or otherwise seeking the disallowance disallowance, subordination or recharacterization of the claims in respect of the Second Junior Priority ObligationsSecured Parties, including, without limitation, including any claims secured by the Common Collateral; (iii) vote on any plan of reorganization, if anyplan of arrangement or composition or liquidation and make any arguments and motions in connection therewith that do not, in each case in a manner not inconsistent with any case, contravene the terms of this Agreement and Agreement; or (civ) present a cash or credit bid in connection with any disposition of for the Common Collateral pursuant at any public or private sale thereof, including credit bidding with respect to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of Junior Priority Collateral; provided that any such bid is sufficient to result for the Junior Priority Collateral by the Junior Priority Secured Parties must provide for payment in the occurrence cash of the First full amount necessary to cause the Senior Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedpaid in full.

Appears in 1 contract

Samples: Restructuring Support Agreement (Global Brokerage, Inc.)

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Junior Priority Representative agrees on behalf of itself and the other Second Junior Priority Secured Parties that no Second Junior Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading or motion, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Shared Collateral, including, without limitation, including with respect to the determination of any Liens or claims held by the First Priority Representative (including the validity and enforceability thereof) held by the First Priority Representative or any other First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, ; provided that (a) in any Insolvency Proceeding, the Second Junior Priority Representative may file a proof of claim in an Insolvency Proceeding, subject or statement of interest with respect to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second applicable Junior Priority Representative imposed herebyLiens, (b) the Junior Priority Representative may take any such action (not adverse to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor Liens on the Shared Collateral securing the First Priority Obligations, or the rights of either the First Priority Representative or any other the First Priority Secured Party Parties to exercise remedies in respect thereof) to the extent required to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection and priority of its Liens on, the Common Shared Collateral, (c) in any Insolvency Proceeding, the Second Junior Priority Representative or any Second Priority Secured Party shall be entitled to may file any necessary or responsive or defensive pleadings pleading in opposition to any motion, claim, adversary proceeding or other pleadings made pleading filed by any person Person objecting to or otherwise seeking the disallowance of the claims claim or Lien of such Junior Priority Representative or any Junior Priority Secured Party, (d) the Junior Priority Representative may file any pleadings, objections, motions, or agreements which assert rights available to unsecured creditors arising under any Insolvency Proceeding or applicable non-bankruptcy law, and (e) the Junior Priority Representative and each Junior Priority Secured Party may vote on any plan of reorganization in respect any Insolvency Proceedings; provided, however, that in the case of each of clauses (a), (b), (c), (d) and (e) above, such actions are permitted only to the Second Priority Obligationsextent such actions are not inconsistent with, including, without limitation, any claims secured by the Common Collateral, if any, in each case and could not result in a manner not resolution inconsistent with with, the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedAgreement.

Appears in 1 contract

Samples: Indenture (Diamond Resorts Parent, LLC)

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the each Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties represented by it that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Agreement, (b) asserts any right, benefit or privilege that arises in respect of any favor of the Second Priority Secured Parties, in whole or in part, as a result of their interest in the Common CollateralCollateral (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, includingpriority, without limitation, with respect to the determination enforceability or voidability of any Liens or claims held by the any First Priority Representative (including the validity and enforceability thereof) or any other First Priority Secured Party with respect to the Common Collateral, or the extent to which the First Priority Obligations constitute secured claims or the value of any claims of such parties thereof under Section 506(a) of the Bankruptcy Code or otherwise, ; provided that (a) the Second Priority Representative may (i) file a proof of claim in an Insolvency ProceedingProceeding and (ii) file any necessary responsive or defensive pleadings in opposition to any motion or other pleadings made by any Person objecting to or otherwise seeking the disallowance of any claims of the Second Priority Secured Parties on the Common Collateral, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby. Each First Priority Representative agrees on behalf of itself and the other First Priority Secured Parties represented by it that no First Priority Secured Party shall, (b) to the extent it would not preventin or in connection with any Insolvency Proceeding, restrict file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise limit take any rights granted action whatsoever, in each case that challenges the validity, priority, enforceability or created hereunder voidability of any Liens or under claims held by any First Priority Security Documents in favor of the First Second Priority Representative or any other First Priority Secured Party in respect of the Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, including, without limitation, any claims secured by the Common Collateral, if any, in each case in a manner not inconsistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedParty.

Appears in 1 contract

Samples: Term Loan Credit Agreement (PQ Group Holdings Inc.)

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading or motion, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the First Priority Representative (including the validity and enforceability thereof) or any other First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, provided that (a) The Trustee and the Second Priority Representative Notes Collateral Agent may file a proof of claim or statement of interest with respect to their interest in the Collateral in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative Trustee and the Notes Collateral Agent imposed hereby. Unless and until written notice from the Administrative Agent to the Trustee that all of the Senior Lender Obligations have been Paid In Full, neither the Trustee nor the Notes Collateral Agent shall file any other pleadings or motions, take any position at any bankruptcy court hearing or any other hearing or proceeding of any nature whatsoever, or otherwise take any action whatsoever in respect of any of the Senior Lender Priority Collateral in any Insolvency Proceeding. Notwithstanding the prior sentence, the Trustee and the Notes Collateral Agent may respond to and defend against any objection or other response filed with respect to any proof of claim or statement of interest by the Trustee and the Notes Collateral Agent that asserts an interest in the Senior Lender Priority Collateral. (b) The Administrative Agent may file a proof of claim or statement of interest with respect to its interest in the Collateral in an Insolvency Proceeding, subject to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents limitations contained in favor this Agreement and only if consistent with the terms and the limitations on the Administrative Agent imposed hereby. Unless and until written notice from the Trustee to the Administrative Agent that all of the First Priority Representative Senior Noteholder Obligations have been Paid In Full, the Administrative Agent shall not file any other pleadings or motions, take any position at any bankruptcy court hearing or any other First Priority Secured Party hearing or proceeding of any nature whatsoever, or otherwise take any action whatsoever in respect of any of the Common CollateralSenior Noteholder Priority Collateral in any Insolvency Proceeding. Notwithstanding the prior sentence, the Second Priority Representative Administrative Agent may respond to and defend against any objection or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition other response filed with respect to any motion, claim, adversary proceeding proof of claim or other pleadings made by any person objecting to or otherwise seeking the disallowance statement of the claims in respect of the Second Priority Obligations, including, without limitation, any claims secured interest by the Common Collateral, if any, in each case in a manner not inconsistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result Administrative Agent that asserts an interest in the occurrence of the First Senior Noteholder Priority Obligations Payment Date and (ii) the First Priority Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedCollateral.

Appears in 1 contract

Samples: Intercreditor Agreement (Jacuzzi Brands Inc)

Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second Priority (a) The Pension Fund Representative agrees on behalf of itself and the other Second Priority Pension Fund Secured Parties that no Second Priority Pension Fund Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of Junior Lien on the Common Pension Fund Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the First Priority Bank Group Representative or any other Bank Group Secured Party (including the validity and enforceability thereof) ), the determination of any Liens or claims held by the Convertible Note Representative or any other First Priority Convertible Note Secured Party (including the validity and enforceability thereof), or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Pension Fund Representative and/or the Pension Fund Secured Parties may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Pension Fund Representative imposed hereby. (b) The Bank Group Representative agrees on behalf of itself and the other Bank Group Secured Parties that no Bank Group Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any Junior Lien on the Pension Fund Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the Pension Fund Representative or any other Pension Fund Secured Party (including the validity and enforceability thereof), or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, as applicable; provided that (a) the Second Priority Bank Group Representative may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Bank Group Representative imposed hereby. (c) The Convertible Note Representative agrees on behalf the Convertible Note Secured Parties that no Convertible Note Secured Party shall, (b) to the extent it would not preventin or in connection with any Insolvency Proceeding, restrict file any pleadings or motions, take any position at any hearing or proceeding of any nature, or otherwise limit take any rights granted or created hereunder or under any First Priority Security Documents action whatsoever, in favor of the First Priority Representative or any other First Priority Secured Party each case in respect of the any Junior Lien on any Common Collateral, the Second Priority Representative or any Second Priority Secured Party shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority Obligations, including, without limitation, with respect to the determination of any Liens or claims held by the Pension Fund Representative or any other Pension Fund Secured Party (including the validity and enforceability thereof), the determination of any Liens or claims held by the Bank Group Representative or any other Bank Group Secured Party (including the validity and enforceability thereof), or the value of any claims secured by of such parties under Section 506(a) of the Common CollateralBankruptcy Code or otherwise, as applicable; provided that the Convertible Note Representative may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if any, in each case in a manner not inconsistent consistent with the terms of this Agreement and (c) present a cash or credit bid in connection with any disposition of Common Collateral pursuant to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any limitations on such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) the First Priority Convertible Note Representative is reasonably satisfied that such cash or credit bid is likely to be consummatedimposed hereby.

Appears in 1 contract

Samples: Intercreditor Agreement (YRC Worldwide Inc.)

Filing of Motions. (a) Until the First Priority Obligations Payment Date has occurred, the Second Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency ProceedingProceeding with respect to Par Piceance or the Common Collateral, file any pleading pleadings or motionmotions, take any position at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case in respect of any of the Common Collateral, including, without limitation, with respect to the determination of any Liens or claims held by the First Priority Representative (including the validity and enforceability thereof) or any other First Priority Secured Party or the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise, in each case without the prior written consent of the First Priority Representative; provided that (aA) the Second Priority Representative or the Second Priority Secured Parties may file a proof of claim or statement of interest in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative and the Second Priority Secured Parties imposed hereby, (bB) to the extent it would not prevent, restrict or otherwise limit any rights granted or created hereunder or under any First Priority Security Documents in favor of the First Priority Representative or any other First Priority Secured Party in respect of the Common Collateral, the Second Priority Representative or any Second Priority and the Secured Party Parties shall be entitled to file any necessary or responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleadings pleading made by any person objecting to or otherwise seeking the disallowance of the claims in respect of the Second Priority ObligationsSecured Parties, including, including without limitation, any claims claim secured by the Common Collateral, if any, in each case if not otherwise in a manner contravention of this Agreement, (C) the Second Priority Secured Parties shall be entitled to file any pleadings, objections, motions or agreements which assert rights or interests available to unsecured creditors arriving under either the Bankruptcy Code or applicable non-bankruptcy law, in each case if not inconsistent with otherwise in contravention of the terms of this Agreement Agreement, (D) the Second Priority Secured Parties shall be entitled to file any proof of claim and other filings and make any arguments and motions in order to preserve or protect its Liens on the Common Collateral that are, in each case, not otherwise in contravention of the terms of this Agreement, with respect to the Second Priority Obligations and the Common Collateral, (E) the Second Priority Representative or any Second Priority Secured Party may exercise any of its rights or remedies with respect to the Common Collateral after the termination of the Standstill Period to the extent permitted herein, including, without limitation, Section 3.1 above, and (cF) present a cash in any Insolvency Proceeding with respect to Par Piceance or credit bid in connection the Common Collateral, the Second Priority Secured Parties shall be entitled to vote on any plan or reorganization, to the extent consistent with any disposition of Common Collateral pursuant the provisions hereof. (b) Prior to a sale of assets under Section 363 of the Bankruptcy Code, so long as (i) the cash portion of any such bid is sufficient to result in the occurrence of the First Priority Obligations Payment Date and (ii) but subject to Section 5.5 hereof, if the First Priority Representative is reasonably satisfied that such cash Secured Parties receive an allowance in any Insolvency Proceeding of First Priority Obligations consisting of Post-Petition Interest, fees or credit bid is likely expenses, then no First Priority Secured Party shall oppose or seek to be consummatedchallenge any claim by any Second Priority Secured Party for an allowed claim in any plan of reorganization in any Insolvency Proceeding of the Second Priority Obligations consisting of Post-Petition Interest, fees or expenses to the extent of the value of the Lien of the Second Priority Representative, on behalf of the Second Priority Secured Parties in the Common Collateral (after taking into account the value of the Lien in the Common Collateral securing the First Priority Obligations).

Appears in 1 contract

Samples: Intercreditor Agreement (Par Petroleum Corp/Co)

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