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Common use of Insurance and Condemnation Awards Clause in Contracts

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02.

Appears in 5 contracts

Samples: First Lien Credit Agreement (Hawkeye Holdings, Inc.), Second Lien Credit Agreement (Hawkeye Holdings, Inc.), Intercreditor Agreement (STR Holdings (New) LLC)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive rightright after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the First Lien Loan Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Note Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Note Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Note Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Note Documents, (c) third, after the Discharge of Second Lien Obligations has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents, and (c) thirdfourth, if no Second Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02.

Appears in 5 contracts

Samples: Second Lien Subordinated Note Purchase Agreement (NextWave Wireless Inc.), Third Lien Subordinated Exchange Note Exchange Agreement (Manchester Financial Group, LP), Third Lien Subordinated Exchange Note Exchange Agreement (NextWave Wireless Inc.)

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Obligations has not occurred, the Directing First Lien Collateral Agent and (acting at the other direction of, or pursuant to authority granted by, the Required First Lien Secured Parties Claimholders shall have the sole and exclusive right, subject to the rights of the Grantors First Lien Obligors under the First Lien Loan Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. All Until the Discharge of First Lien Obligations has occurred, and subject to the rights of the First Lien Obligors under the First Lien Financing Documents, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Loan Documents, Collateral shall be paid to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders pursuant to the terms of the First Lien Loan Documents, including any other intercreditor agreement among the First Lien Collateral Agents (bincluding, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) secondand thereafter, after if the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors Second Lien Obligors under the Second Lien Loan Financing Documents, be paid to the Directing Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Claimholders to the terms extent required under the Second Lien Collateral Documents, and thereafter, if the Discharge of the Second Lien Loan DocumentsObligations has occurred, and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Top Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Collateral Agent or any other Second Lien Secured Party Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the Directing First Lien Collateral Agent in accordance with the terms of Section 4.024.2.

Appears in 4 contracts

Samples: Second Lien Credit Agreement (Cotiviti Holdings, Inc.), First Lien Credit Agreement (Cotiviti Holdings, Inc.), Second Lien Credit Agreement (Cotiviti Holdings, Inc.)

Insurance and Condemnation Awards. So long as (a) Proceeds of Collateral include insurance proceeds and, therefore, the Lien priority set forth in this Agreement shall govern the ultimate disposition of casualty insurance proceeds. (b) Unless and until the Discharge of First Lien ABL Obligations has not occurred, the First Lien Collateral ABL Agent and the other First Lien ABL Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien ABL Loan Documents, to settle and adjust claims in respect of the ABL Priority Collateral under policies of insurance; provided that, if any insurance claim includes both ABL Priority Collateral and Term Loan/Notes Priority Collateral, the ABL Agent or the Designated Term Loan/Notes Agent, as determined by whichever class of creditors bore a materially disproportionately greater covered loss shall, in consultation with the other Agent, have the sole and exclusive authority, subject to the rights of the Grantors under the ABL Loan Documents and the Term Loan/Notes Documents, to adjust or settle any claim under the relevant insurance policy; provided that if the covered losses (as between the ABL Obligations and the Term Loan/Notes Obligations) are approximately equal or their relative proportion cannot be ascertained with reasonable certainty, then the ABL Agent and the Designated Term Loan/Notes Agent will work jointly and in good faith to collect, adjust or settle (subject to the rights of the Grantors under the ABL Loan Documents and the Term Loan/Notes Documents) any claim under the relevant insurance policy. So long as the Discharge of ABL Obligations has not occurred, all proceeds of any policies of insurance referred to in the first sentence of this clause (b), shall (i) first, be paid to the ABL Agent for the benefit of the ABL Secured Parties to the extent required under the ABL Loan Documents, (ii) second, be paid to the Designated Term Loan/Notes Agent for the benefit of the Term Loan/Notes Secured Parties to the extent required under the applicable Term Loan/Notes Documents and (iii) third, if no Term Loan/Notes Obligations are outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or as may otherwise be required by applicable Law. Until the Discharge of ABL Obligations, if any Term Loan/Notes Agent or any other Term Loan/Notes Secured Party shall, at any time, receive any proceeds of any such insurance policy, it shall pay such proceeds over to the ABL Agent in accordance with the terms of Section 4.4. (c) Unless and until the Discharge of Term Loan/Notes Obligations has occurred, the Term Loan/Notes Agents and the Term Loan/Notes Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the Term Loan/Notes Documents, to settle and adjust claims in respect of the Term Loan/Notes Priority Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, condemnation in respect of the Term Loan/Notes Priority Collateral; provided that, if any insurance claim includes both ABL Priority Collateral and Term Loan/Notes Priority Collateral, the ABL Agent or the Designated Term Loan/Notes Agent, as determined by whichever class of creditors bore a materially disproportionately greater covered loss shall, in consultation with the other Agent, have the sole and exclusive authority, subject to the rights of the Grantors under the ABL Loan Documents and the Term Loan/Notes Documents, to adjust or settle any claim under the relevant insurance policy; provided that if the covered losses (as between the ABL Obligations and the Term Loan/Notes Obligations) are approximately equal or their relative proportion cannot be ascertained with reasonable certainty, then the ABL Agent and the Designated Term Loan/Notes Agent will work jointly and in good faith to collect, adjust or settle (subject to the rights of the Grantors under the ABL Loan Documents and the Term Loan/Notes Documents) any claim under the relevant insurance policy. All So long as the Discharge of Term Loan/Notes Obligations has not occurred, all proceeds of any such policy policies of insurance referred to in the first sentence of this clause (c) and any such award, or any payments with respect to a deed in lieu of condemnation, shall (ai) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Designated Term Loan/Notes Agent for the benefit of the Second Lien Term Loan/Notes Secured Parties pursuant to the terms extent required under the Term Loan/Notes Documents, (ii) second, be paid to the ABL Agent for the benefit of the Second Lien ABL Secured Parties to the extent required under the applicable ABL Loan Documents, Documents and (ciii) third, if no Second Lien ABL Obligations are still outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto property or as a court of competent jurisdiction may otherwise directdirect or as may otherwise be required by applicable Law. Until the Discharge of First Lien Obligations has occurredTerm Loan/Notes Obligations, if the Second Lien Collateral ABL Agent or any other Second Lien ABL Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds over to the First Lien Collateral Designated Term Loan/Notes Agent in accordance with the terms of Section 4.024.4.

Appears in 3 contracts

Samples: Abl Intercreditor Agreement (Community Health Systems Inc), Abl Intercreditor Agreement (Community Health Systems Inc), Abl Credit Agreement (Community Health Systems Inc)

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Senior Obligations has not occurred, the First Lien Directing Senior Collateral Agent and (acting at the other First Lien Secured Parties direction of, or pursuant to authority granted by, the Required Senior Claimholders) shall have the sole and exclusive right, subject to the rights of the Grantors Obligors under the First Lien Loan Senior Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in which a Senior Claimholder has a Senior Lien (including in respect of Collateral under policies business interruption insurance) in the event of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation) affecting such Collateral. Until the Discharge of Senior Obligations has occurred, in respect and subject to the rights of the Collateral. All Obligors under the Senior Financing Documents, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation) in respect of the Collateral in which a Senior Claimholder has a Senior Lien shall be paid to the Directing Senior Collateral Agent for the benefit of the Senior Claimholders pursuant to the terms of the Senior Documents, shall including any other intercreditor agreement among the Senior Collateral Agents (aincluding, without limitation, for purposes of cash collateralization of commitments, letters of credit constituting Senior Obligations and obligations under Swap Contracts governing any First Lien Secured Swap Obligations or Second Lien Secured Swap Obligations constituting Senior Obligations) firstand thereafter, prior to if the Discharge of First Lien Senior Obligations has occurred, and subject to the rights of the Grantors Obligors under the First Lien Loan Junior Financing Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Directing Junior Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Junior Claimholders to the terms of extent required under the Second Lien Loan Junior Collateral Documents, and (c) thirdthereafter, if no Second Lien the Discharge of the Junior Obligations are outstandinghas occurred, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Parent Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Senior Obligations has occurred, if the Second Lien any Junior Collateral Agent or any other Second Lien Secured Party Junior Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in respect of Collateral in which a Senior Claimholder has a Senior Lien in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the First Lien Directing Senior Collateral Agent in accordance with the terms of Section 4.024.2.

Appears in 3 contracts

Samples: First Lien Credit Agreement (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.), Indenture (Option Care Health, Inc.)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Administrative Agent and the other First Lien Secured Parties shall have the exclusive rightright (to the extent that any such rights have been granted to the First Lien Administrative Agent and the other First Lien Secured Parties under the First Lien Loan Documents), subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnationcondemnation to the extent that any proceeds of any such policy or reward are not permitted to be retained by the Grantors under the First Lien Loan Documents, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Administrative Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Administrative Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Administrative Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall hold such proceeds in trust for the benefit of the First Lien Secured Parties and forthwith transfer and pay over such proceeds to the First Lien Collateral Administrative Agent in accordance with Section 4.02.

Appears in 3 contracts

Samples: Second Lien Credit Agreement (Sundance Energy Australia LTD), Second Lien Credit Agreement (Sundance Energy Australia LTD), Second Lien Credit Agreement (Sundance Energy Australia LTD)

Insurance and Condemnation Awards. (a) So long as the Discharge of First Lien Obligations Senior-Priority Debt has not occurred, the First Lien Designated Senior-Priority Collateral Agent and the other First Lien Senior-Priority Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien Loan DocumentsSenior-Priority Documents and to the terms of the ABL Intercreditor Agreement, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, condemnation in respect of the Collateral. All So long as the Discharge of Senior-Priority Debt has not occurred (subject, in the case of any ABL Priority Collateral, to the terms of the ABL Intercreditor Agreement), all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Designated Senior-Priority Collateral Agent for the benefit of First Lien the Senior-Priority Secured Parties pursuant to the terms of extent required under the First Lien Loan applicable Senior-Priority Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Designated Junior-Priority Collateral Agent for the benefit of the Second Lien Junior-Priority Secured Parties pursuant to the terms of extent required under the Second Lien Loan Documents, applicable Junior-Priority Documents and (c) third, if no Second Lien Obligations are Junior-Priority Debt is outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto property or as a court of competent jurisdiction may otherwise directdirect or as may otherwise be required by applicable Law. Until the Discharge of First Lien Obligations has occurredSenior-Priority Debt, if the Second Lien any Junior-Priority Collateral Agent or any other Second Lien Junior-Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds over to the First Lien Designated Senior-Priority Collateral Agent in accordance with the terms of Section 4.024.2. (b) After the Discharge of Senior-Priority Debt has occurred and so long as the Discharge of Junior-Priority Debt has not occurred, the Designated Junior-Priority Collateral Agent and the other Junior-Priority Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the Junior-Priority Documents and to the terms of the ABL Intercreditor Agreement and any other then effective intercreditor agreement, to settle and adjust claims in respect of Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Collateral. After the Discharge of Senior-Priority Debt has occurred (subject, in the case of any ABL Priority Collateral, to the terms of the ABL Intercreditor Agreement), but so long as the Discharge of Junior-Priority Debt has not occurred, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, be paid to the Designated Junior-Priority Collateral Agent for the benefit of the Junior-Priority Secured Parties to the extent required under the applicable Junior-Priority Documents and (b) second, if no Junior-Priority Debt is outstanding, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or as may otherwise be required by applicable Law.

Appears in 3 contracts

Samples: Senior Junior Lien Intercreditor Agreement (Community Health Systems Inc), Senior Junior Lien Intercreditor Agreement (Community Health Systems Inc), Fourth Amendment and Restatement Agreement (Community Health Systems Inc)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the extent required by the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the extent required by the terms of the Second Lien Loan Documents, and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02.

Appears in 2 contracts

Samples: Intercreditor Agreement (Cinco Resources, Inc.), Intercreditor Agreement (Crimson Exploration Inc.)

Insurance and Condemnation Awards. So long as Unless and until the Discharge of First Lien Senior Priority Obligations has not occurred, the First Lien Collateral Agent Designated Senior Priority Representative and the other First Lien Senior Priority Secured Parties shall have the sole and exclusive right, subject in each case to the rights of the Grantors Debtors under the First Lien Loan Senior Priority Debt Documents, (a) to settle adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and adjust claims in respect of Collateral under policies of insurance covering Collateral and (b) to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnationproceeding affecting the Collateral, in respect each case in accordance with the Senior Priority Debt Documents. Subject to the rights of the Collateral. All Debtors under the Senior Priority Debt Documents, all proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject Senior Priority Obligations, to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent Designated Senior Priority Representative for the benefit of First Lien Senior Priority Secured Parties pursuant to the terms of the First Lien Loan Senior Priority Debt Documents, (bii) second, after the occurrence of the Discharge of First Lien Obligations and subject Senior Priority Obligations, to the rights of the Grantors under the Designated Second Lien Loan Documents, be paid to the Second Lien Collateral Agent Priority Representative for the benefit of the Second Lien Priority Secured Parties pursuant to the terms of the applicable Second Lien Loan Priority Debt Documents, and (ciii) third, if no Second Lien Priority Debt Obligations or Senior Priority Obligations are outstanding and the relevant Collateral constitutes Common Collateral, to the Designated Senior Subordinated Priority Representative for the benefit of Senior Subordinated Priority Parties pursuant to the terms of the Senior Subordinated Priority Debt Documents and (iv) fourth, if no Senior Priority Obligations or Second Priority Debt Obligations or Senior Subordinated Priority Debt Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurredIf any Second Priority Representative, if the Senior Subordinated Priority Representative, Second Lien Collateral Agent Priority Secured Party or any other Second Lien Secured Senior Subordinated Priority Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Lien Collateral Agent Designated Senior Priority Representative in accordance with the terms of Section 4.02. After the Discharge of Senior Priority Obligations the Designated Second Priority Representative shall have all of the rights provided to the Designated Senior Priority Representative under the preceding sentence mutatis mutandis (without any consent, sanction, authority or further confirmation from any Second Priority Secured Party, Senior Subordinated Priority Party, Intra-Group Lender, Debtor or the Honeywell Indemnitee).

Appears in 2 contracts

Samples: Intercreditor Agreement, Intercreditor Agreement (Garrett Motion Inc.)

Insurance and Condemnation Awards. So long as Unless and until the Discharge of First Lien Obligations has not occurred, the First Lien Representatives, the First Lien Collateral Agent Agents and the other First Lien Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims settlement for any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. All Unless and until the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors under the First Lien Documents, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights if in respect of the Grantors under the First Lien Loan Documents, Collateral shall be paid to the Designated First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Loan DocumentsDocuments (including for purposes of cash collateralization of letters of credit) and, (b) secondthereafter, after the if a Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Designated Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of extent required under the Second Lien Loan DocumentsDocuments and then, and (c) third, if no a Discharge of Second Lien Obligations are outstandinghas occurred, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Representative, any Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, then it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the Designated First Lien Collateral Agent in accordance with the terms of Section 4.024.2.

Appears in 2 contracts

Samples: Fourth Amendment (Neiman Marcus Group LTD LLC), Revolving Credit Agreement (Amneal Pharmaceuticals, Inc.)

Insurance and Condemnation Awards. So long as Unless and until the Discharge of First Lien Senior Obligations has not occurred, the First Lien Collateral Agent Designated Senior Representative and the other First Lien Senior Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien Loan Senior Debt Documents, (a) to settle adjust settlement for any insurance policy covering the Shared Collateral in the event of any loss thereunder and adjust claims in respect of Collateral under policies of insurance covering Collateral and (b) to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of proceeding affecting the Shared Collateral. All Unless and until the Discharge of Senior Obligations has occurred, all proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Shared Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject Senior Obligations, to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent Designated Senior Representative for the benefit of First Lien Senior Secured Parties pursuant to the terms of the First Lien Loan Senior Debt Documents, (bii) second, after the occurrence of the Discharge of First Lien Obligations and subject Senior Obligations, to the rights of the Grantors under the Designated Second Lien Loan Documents, be paid to the Second Lien Collateral Agent Priority Representative for the benefit of the Second Lien Priority Debt Parties pursuant to the terms of the applicable Second Priority Debt Documents, (iii) third, after the occurrence of the Discharge of Second Priority Debt Obligations, to the Designated Senior Representative for the benefit of the Senior Secured Parties pursuant to the terms of the Second Lien Loan Documentsapplicable Senior Debt Documents with respect to any obligations owed to the Senior Secured Parties in excess of the Maximum Senior Principal Amount, and (civ) thirdfourth, if no Second Lien Priority Debt Obligations or any obligations to the Senior Secured Parties in excess of the Maximum Senior Principal Amount are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the If any Second Lien Collateral Agent Priority Representative or any other Second Lien Secured Priority Debt Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Lien Collateral Agent Designated Senior Representative in accordance with the terms of Section 4.02.

Appears in 2 contracts

Samples: First/Second Lien Intercreditor Agreement (Sotera Health Co), First/Second Lien Intercreditor Agreement (Sotera Health Topco, Inc.)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, and (c) third, after the Discharge of First Lien Obligations and if no Second Lien Obligations are outstanding, paid to the First Lien Collateral Agent in respect of any Excess First Lien Obligations, and (d) fourth, if no Second Lien Obligations are outstanding, be paid to the owner of the subject propertyProperty, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Titan Energy, LLC), Credit Agreement (Titan Energy, LLC)

Insurance and Condemnation Awards. (a) So long as the Discharge of First Lien Obligations Priority Debt has not occurred, the First Lien Collateral Agent ABL Lender and the other First Lien Table of Contents ABL Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors Borrowers under the First Lien Loan ABL Documents, to settle and adjust claims in respect of ABL Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, condemnation in respect of the ABL Collateral. All So long as the Discharge of Priority Debt has not occurred, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (ai) first, prior first be paid to the Discharge ABL Lender for the benefit of First Lien Obligations and subject the ABL Secured Parties to the rights of the Grantors extent required under the First Lien Loan DocumentsABL Documents until the Priority Debt has been paid in full, (ii) second, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Noteholder Secured Parties pursuant to the terms extent required under the applicable Noteholder Documents until the Discharge of Noteholder Debt has occurred, (iii) third, be paid to the ABL Lender for the benefit of the Second Lien Loan DocumentsABL Secured Parties to the extent required under the ABL Documents until the ABL Debt has been paid in full, and (civ) third, if no Second Lien Obligations are outstandingfourth, be paid to the owner of the subject property, such other person as may be entitled thereto property or as a court of competent jurisdiction may otherwise directdirect or may otherwise be required by applicable law. Until the Discharge of First Lien Obligations has occurredPriority Debt, if the Second Lien Collateral Agent or any other Second Lien Noteholder Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds over to the First Lien ABL Lender in accordance with the terms of Section 4.2. (b) After the Discharge of Priority Debt has occurred but before the Discharge of Priority Noteholder Debt has occurred, the Collateral Agent and the other Noteholder Secured Parties shall have the sole and exclusive right, subject to the rights of the Borrowers under the Noteholder Documents, to settle and adjust claims in respect of ABL Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the ABL Collateral. After the Discharge of Priority Debt has occurred but before the Discharge of Priority Noteholder Debt has occurred, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (i) first be paid to the Collateral Agent for the benefit of the Noteholder Secured Parties to the extent required under the Noteholder Documents until the Noteholder Debt has been paid in full, (ii) second, be paid to the ABL Lender for the benefit of the ABL Secured Parties to the extent required under the ABL Documents until the Excess ABL Debt has been paid in full, and (iii) third, be paid to the owner of the subject property or as a court of competent jurisdiction may otherwise direct or may otherwise be required by applicable law. After the Discharge of Priority Debt has occurred but before the Discharge of Priority Noteholder Debt has occurred, if the ABL Lender or any other ABL Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall pay such proceeds over to the Collateral Agent in accordance with the terms of Section 4.024.2.

Appears in 2 contracts

Samples: Intercreditor and Lien Subordination Agreement, Intercreditor and Lien Subordination Agreement (Vector Group LTD)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive rightright after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All After the Discharge of the First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default, subject to the rights of the Grantors under the Second Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the occurrence and during the continuance of an Event of Default, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of the Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (SafeNet Holding Corp), First Lien Credit Agreement (SafeNet Holding Corp)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent The Controlling Representative and the each other First Lien Controlling Secured Parties Party shall have the exclusive right, as among the Representatives and the Secured Parties, after the occurrence of an Event of Default that has not been cured or waived and subject to the rights of the Grantors under the First Lien Loan Priority Debt Documents, to reasonably settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All the proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Priority Debt Obligations and subject to the provisions of, and the rights of the Grantors under under, the First Lien Loan Priority Debt Documents, be paid to the Designated First Lien Collateral Agent Priority Representative for the ratable benefit of the First Lien Priority Secured Parties pursuant to the terms of the First Lien Loan DocumentsPriority Debt Documents and, if then in effect, the First Priority Parity Intercreditor Agreement, (b) second, after the Discharge of First Lien Priority Debt Obligations and subject to the provisions of, and the rights of the Grantors under under, the Second Lien Loan Priority Debt Documents, be paid to the Designated Second Lien Collateral Agent Priority Representative for the ratable benefit of the Second Lien Priority Secured Parties pursuant to the terms of the Second Lien Loan DocumentsPriority Debt Documents and, if then in effect, the Second Priority Parity Intercreditor Agreement and (c) third, if no First Priority Obligations or Second Lien Priority Debt Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent If any other Representative or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent Controlling Representative in accordance with Section 4.02.

Appears in 2 contracts

Samples: First Lien Credit Agreement (KC Holdco, LLC), Second Lien Credit Agreement (KC Holdco, LLC)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations Priority Claims has not occurred, the First Lien Collateral Priority Agent and the other First Lien Priority Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Priority Debt Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations Priority Claims and subject to the rights of the Grantors under the First Lien Loan Priority Debt Documents, be paid to the First Lien Collateral Priority Agent for the benefit of First Lien Priority Secured Parties pursuant to the terms of the First Lien Loan Priority Debt Documents, (b) second, after the Discharge of First Lien Obligations Priority Claims and subject to the rights of the Grantors under the Second Lien Loan Priority Debt Documents, be paid to the Second Lien Collateral Priority Agent for the benefit of the Second Lien Priority Secured Parties pursuant to the terms of the Second Lien Loan Priority Debt Documents, and (c) third, after the Discharge of Second Priority Claims and subject to the rights of the Grantors under the agreements, instruments and other documents evidencing or governing the Excess Claims, be paid to the Persons that hold Excess Claims pursuant to the terms of such agreements, instruments and other documents, and (d) fourth, if no Second Lien Obligations Excess Claims are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto property or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations Priority Claims has occurred, if the Second Lien Collateral Priority Agent or any other Second Lien Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Priority Agent in accordance with Section 4.024.02(a). Following the occurrence of the Discharge of First Priority Claims and prior to the Discharge of Second Priority Claims, if any Person that holds Excess Claims, at any time, receives any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Priority Agent in accordance with Section 4.02(b).

Appears in 2 contracts

Samples: Intercreditor Agreement (Dune Energy Inc), Intercreditor Agreement (Perkins & Marie Callender's Inc)

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Obligations has not occurred, the Directing First Lien Collateral Agent and the other First Lien Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors First Lien Obligors under the First Lien Loan Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. All Until the Discharge of First Lien Obligations has occurred, and subject to the rights of the First Lien Obligors under the First Lien Financing Documents, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Loan Documents, Collateral shall be paid to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders pursuant to the terms of the First Lien Loan Documents, including any First Lien Intercreditor Agreement and any other intercreditor agreement among the First Lien Collateral Agents (bincluding, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) secondand thereafter, after if the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors Second Lien Obligors under the Second Lien Loan Financing Documents, be paid to the Directing Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Claimholders to the terms extent required under the Second Lien Collateral Documents, and thereafter, if the Discharge of the Second Lien Loan DocumentsObligations has occurred, and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Collateral Agent or any other Second Lien Secured Party Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the Directing First Lien Collateral Agent in accordance with the terms of Section 4.024.2.

Appears in 2 contracts

Samples: Credit Agreement (Dayforce, Inc.), Credit Agreement (Ceridian HCM Holding Inc.)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Administrative Agent and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Administrative Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Administrative Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, and (c) third, after the Discharge of First Lien Obligations, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Administrative Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall hold such proceeds in trust for the benefit of the First Lien Secured Parties and forthwith transfer and pay over such proceeds to the First Lien Collateral Administrative Agent in accordance with Section 4.02.

Appears in 2 contracts

Samples: Credit Agreement (Quintana Energy Services Inc.), Credit Agreement (Quintana Energy Services Inc.)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Super Senior Secured Obligations has not occurred, the First Lien Collateral Agent Super Senior Representative and the other First Lien Super Senior Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Super Senior Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Super Senior Secured Obligations and subject to the rights of the Grantors under the Super Senior Loan Documents, be paid to the Super Senior Representative for the benefit of Super Senior Secured Parties pursuant to the terms of the Super Senior Loan Documents, (b) second, after the Discharge of Super Senior Secured Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent Representative for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Loan DocumentsDocuments until the Discharge of First Lien Secured Obligations, (bc) secondthird, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan DocumentsSecured Obligations, be paid to the Second Lien Collateral Agent Super Senior Representative for the benefit of the Second Lien Super Senior Secured Parties pursuant to the terms of the Second Lien Super Senior Loan DocumentsDocuments on account of the Excess Super Senior Obligations, and (cd) third, if no Second Lien Obligations are outstandingfourth, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations Super Senior SecuredObligations has occurred, if the Second First Lien Collateral Agent Representative or any other Second First Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent Super Senior Representative in accordance with Section 4.02.

Appears in 1 contract

Samples: Super Senior Intercreditor Agreement (Fusion Connect, Inc.)

Insurance and Condemnation Awards. So long as Unless and until the Discharge of First Lien Super Senior Obligations has not occurred, the First Lien Collateral Agent Designated Super Senior Representative and the other First Lien Super Senior Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien Loan Super Senior Debt Documents, (a) [reserved], (b) to settle adjust settlement for any insurance policy covering the Shared Collateral in the event of any loss thereunder, and adjust claims in respect of Collateral under policies of insurance covering Collateral and (c) to approve any award granted in any condemnation or similar proceedingproceeding affecting the Shared Collateral. Unless and until the Discharge of Super Senior Obligations has occurred, or any deed in lieu of condemnation, in respect subject to the rights of the Collateral. All Grantors under the Super Senior Debt Documents and the First Lien Priority Debt Documents, as applicable, all proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Shared Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject Super Senior Obligations, to the rights Super Senior Obligations that are not excluded pursuant to the proviso to the definition of such term in such order as specified in the Grantors under relevant Super Senior Debt Documents (including an Applicable Intercreditor Agreement) to permanently reduce the First Lien Loan DocumentsSuper Senior Obligations until the Discharge of Super Senior Obligations has occurred, be paid (ii) second, to the First Lien Collateral Agent for Priority Debt Obligations in such order as specified in the benefit of relevant First Lien Secured Parties pursuant Priority Debt Documents (including an Applicable Intercreditor Agreement) to the terms of permanently reduce the First Lien Loan Documents, (b) second, after Priority Debt Obligations until the Discharge of First Lien Priority Debt Obligations and subject has occurred, (iii) third, to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties Super Senior Obligations that do not constitute Super Senior Obligations (pursuant to the terms proviso in the definition of Super Senior Obligations) in such order as specified in the Second Lien Loan Documentsrelevant Super Senior Debt Documents (including any Applicable Intercreditor Agreement) and, and (civ) thirdfourth, if no Second First Lien Priority Debt Obligations or Super Senior Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of If any First Lien Obligations has occurred, if the Second Lien Collateral Agent Priority Representative or any other Second First Lien Secured Priority Debt Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Lien Collateral Agent Designated Super Senior Representative in accordance with the terms of Section 4.02.

Appears in 1 contract

Samples: Intercreditor Agreement (CPI Card Group Inc.)

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Obligations has not occurred, the Directing First Lien Collateral Agent and (acting at the other direction of, or pursuant to authority granted by, the Required First Lien Secured Parties Claimholders) shall have the sole and exclusive right, subject to the rights of the Grantors First Lien Obligors under the First Lien Loan Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. All Until the Discharge of First Lien Obligations has occurred, and subject to the rights of the First Lien Obligors under the First Lien Financing Documents, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Loan Documents, Collateral shall be paid to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders pursuant to the terms of the First Lien Loan Documents, including any other intercreditor agreement among the First Lien Collateral Agents (bincluding, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) secondand thereafter, after if the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors Second Lien Obligors under the Second Lien Loan Financing Documents, be paid to the Directing Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Claimholders to the terms extent required under the Second Lien Financing Documents, and thereafter, if the Discharge of the Second Lien Loan DocumentsObligations has occurred, and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Parent Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Collateral Agent or any other Second Lien Secured Party Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the Directing First Lien Collateral Agent in accordance with the terms of Section 4.024.2.

Appears in 1 contract

Samples: Credit Agreement (Certara, Inc.)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations Priority Claims has not occurred, the First Lien Collateral Priority Agent and the other First Lien Priority Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Priority Debt Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations Priority Claims and subject to the rights of the Grantors under the First Lien Loan Priority Debt Documents, be paid to the First Lien Collateral Priority Agent for the benefit of First Lien Priority Secured Parties pursuant to the terms of the First Lien Loan Priority Debt Documents, (b) second, after the Discharge of First Lien Obligations Priority Claims and subject to the rights of the Grantors under the Second Lien Loan Priority Debt Documents, be paid to the Second Lien Collateral Priority Agent for the benefit of the Second Lien Priority Secured Parties pursuant to the terms of the Second Lien Loan Priority Debt Documents, and (c) third, after the Discharge of Second Priority Claims and subject to the rights of the Grantors under the Third Priority Debt Documents, be paid to the Third Priority Agent for the benefit of the Third Priority Secured Parties pursuant to the terms of the Third Priority Debt Documents, (d) forth, after the Discharge of Third Priority Claims and subject to the rights of the Grantors under the agreements, instruments and other documents evidencing or governing the Excess Claims, be paid to the Persons that hold Excess Claims pursuant to the terms of such agreements, instruments and other documents, and (e) fifth, if no Second Lien Obligations Excess Claims are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto property or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations Priority Claims has occurred, if the Second Lien Collateral Priority Agent or any other Second Lien Priority Secured Party or the Third Priority Agent or any other Third Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Priority Agent in accordance with Section 4.02. Following the occurrence of the Discharge of First Priority Claims, but until the Discharge of Second Priority Claims has occurred, if the Third Priority Agent or any other Third Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Priority Agent in accordance with Section 4.02. Following the occurrence of the Discharge of First Priority Claims, the Discharge of Second Priority Claims, but until the Discharge of Third Priority Claims, if any Person that holds Excess Claims, at any time, receives any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Second Priority Agent in accordance with Section 4.02.

Appears in 1 contract

Samples: Intercreditor Agreement (Baseline Oil & Gas Corp.)

Insurance and Condemnation Awards. So long as (a) Prior to the Discharge of First Priority Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive rightObligations, subject to the rights of the Grantors under under, and to the First extent required by, the Priority Lien Loan Documents, the Priority Lien Secured Parties have the right to settle be named as additional insureds and loss payees on insurance policies, maintained from time to time by any Grantor and, so long as the Discharge of Priority Lien Obligations has not occurred, the sole right to adjust claims settlement for any insurance policy covering the Shared Collateral in respect the event of Collateral under policies of insurance covering Collateral loss, and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateralaward. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior Prior to the Discharge of First Priority Lien Obligations and Obligations, subject to the rights of the Grantors under under, and to the First extent required by, (x) the Parity Lien Loan Documents, the Parity Lien Secured Parties may be added as additional insureds and loss payees on insurance policies and (y) the Junior Lien Documents, the Junior Lien Secured Parties may be added as additional insureds and loss payees on insurance policies, in each case, subject to the rights of the Priority Lien Secured Parties. In connection therewith and so long as the Discharge of Priority Lien Obligations has not occurred, the Parity Lien Secured Parties and the Junior Lien Secured Parties shall agree to execute such documentation to disclaim any interest in the proceeds or as requested by the Priority Lien Secured Parties necessary or desirable for the Priority Lien Secured Parties to enable the Priority Lien Secured Parties to adjust settlement for any such insurance policy or to approve any condemnation award or otherwise to exercise their rights in such policies and proceeds and each Priority Lien Agent is granted a power of attorney coupled with an interest, which power of attorney is irrevocable, to execute any such documentation on behalf of the Parity Lien Secured Parties and the Junior Lien Secured Parties. (b) Following the Discharge of Priority Lien Obligations but prior to the Discharge of Parity Lien Obligations, subject to the rights of the Grantors under, and to the extent required by, the Parity Lien Documents, the Parity Lien Secured Parties have the right to be named as additional insureds and loss payees on insurance policies, maintained from time to time by any Grantor and, so long as the Discharge of Parity Lien Obligations has not occurred, the sole right to adjust settlement for any insurance policy covering the Shared Collateral in the event of loss, and to approve any condemnation award. Following the Discharge of Priority Lien Obligations but prior to the Discharge of Parity Lien Obligations, subject to the rights of the Grantors under, and to the extent required by, the Junior Lien Documents, the Junior Lien Secured Parties may be added as additional insureds and loss payees on insurance policies, in each case, subject to the rights of the Parity Lien Secured Parties. In connection therewith and so long as the Discharge of Parity Lien Obligations has not occurred, the Junior Lien Secured Parties shall agree to execute such documentation to disclaim any interest in the proceeds or as requested by the Parity Lien Secured Parties necessary or desirable for the Parity Lien Secured Parties to enable the Parity Lien Secured Parties to adjust settlement for any such insurance policy or to approve any condemnation award or otherwise to exercise their rights in such policies and proceeds and the Parity Lien Collateral Trustee is granted a power of attorney coupled with an interest, which power of attorney is irrevocable, to execute any such documentation on behalf of the Junior Lien Secured Parties. (c) All proceeds of any such insurance policy and any such award, if in respect of the Shared Collateral, shall be paid (i) first, prior to the First occurrence of the Discharge of Priority Lien Collateral Obligations, to the Designated Priority Lien Agent for the benefit of First the Priority Lien Secured Parties pursuant to the terms and on the conditions of the First Priority Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02.,

Appears in 1 contract

Samples: Indenture (CONSOL Mining Corp)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid in an amount equal to the Maximum First Lien Principal Amount to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, and (c) third, after the Discharge of the Second Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid an amount equal to the Excess First Lien Loan Amount to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, and (d) fourth, if no First Lien Obligations or Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02.

Appears in 1 contract

Samples: Intercreditor Agreement (Pacific Energy Resources LTD)

Insurance and Condemnation Awards. So long as Except otherwise agreed in the First Lien Loan Documents, unless and until the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties and (y) from and after the Discharge of First Lien Obligations unless and until the Discharge of Second Lien Obligations has occurred, the Second Lien Collateral Agent and the Second Lien Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors Credit Parties under, and to the extent required by, and subject to any limitations in, the applicable First Liens Debt Documents and Second Lien Debt Documents, (a) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Credit Parties (except that, if the applicable insurer permits, the Second Lien Collateral Agent and the Third Lien Collateral Agent shall have the right to be named as an additional insured so long as its second lien status or third lien status, as the case may be, is identified in a manner reasonably satisfactory to the First Lien Loan DocumentsCollateral Agent), to settle (b) adjust settlement for any insurance policy covering the Collateral in the event of any loss thereunder and adjust claims in respect of Collateral under policies of insurance covering Collateral and (c) to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of proceeding affecting the Collateral. All proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan DocumentsPriority Obligations, be paid to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Loan Debt Documents, (bii) second, after the occurrence of the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan DocumentsPriority Obligations, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the applicable Second Lien Loan DocumentsDebt Documents until the Discharge of the Second Lien Priority Obligations shall have occurred, and (ciii) third, after the occurrence of the Discharge of First Lien Priority Obligations and the Discharge of Second Lien Priority Obligations, to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Debt Documents until the Discharge of Excess First Lien Obligations shall have occurred, (iv) fourth, after the occurrence of the Discharge of First Lien Priority Obligations, the Discharge of Second Lien Priority Obligations and the Discharge of Excess First Lien Obligations, to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the applicable Second Lien Debt Documents until the Discharge of Excess Second Lien Obligations shall have occurred, (v) fifth, after the occurrence of the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties pursuant to the terms of the applicable Third Lien Debt Documents and (vi) sixth, if no Second Third Lien Obligations are outstanding, be paid to the owner owners of the subject property, or such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if If the Second Lien Collateral Agent, the Third Lien Collateral Agent or any other Second Lien Secured Party or Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Lien Controlling Collateral Agent for application in accordance with the terms of this Section 4.025.02.

Appears in 1 contract

Samples: Intercreditor Agreement (Foresight Energy LP)

Insurance and Condemnation Awards. So long as Unless and until the Discharge of First Lien Senior Obligations has not occurred, the First Lien Collateral Agent Designated Senior Representative and the other First Lien Controlling Senior Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien Loan applicable Senior Debt Documents, (a) to settle adjust settlement for any insurance policy covering the Shared Collateral in the event of any loss thereunder and adjust claims in respect of Collateral under policies of insurance covering Collateral and (b) to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnationproceeding affecting the Shared Collateral, in respect each case in accordance with the Senior Debt Documents. Unless and until the Discharge of the Collateral. All proceeds Senior Obligations has occurred, all Proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Shared Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject Senior Obligations, to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent Designated Senior Representative for the benefit of First Lien Senior Secured Parties pursuant to the terms of the First Lien Loan DocumentsSenior Debt Documents and/or, if permitted to be paid to the Second Priority Debt Parties under the Senior Debt Documents (as in effect on the date hereof or as amended in accordance with the terms hereof), to the Second Priority Debt Parties, (bii) second, after the occurrence of the Discharge of First Lien Obligations and subject Senior Obligations, to the rights of the Grantors under the Designated Second Lien Loan Documents, be paid to the Second Lien Collateral Agent Priority Representative for the benefit of the Second Lien Secured Priority Debt Parties pursuant to the terms of the applicable Second Lien Loan Priority Debt Documents, and (ciii) third, if no Second Lien Priority Debt Obligations are outstanding, outstanding (other than unasserted contingent indemnification obligations and expense reimbursement obligations or if permitted to be paid to such owner under the Senior Debt Documents and the Second Priority Debt Documents), to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the If any Second Lien Collateral Agent Priority Representative or any other Second Lien Secured Priority Debt Party shall, at any time, receive any proceeds Proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay such Proceeds over such proceeds to the First Lien Collateral Agent Designated Senior Representative in accordance with the terms of Section 4.02.

Appears in 1 contract

Samples: Transaction Support Agreement (Carvana Co.)

Insurance and Condemnation Awards. So long Except as otherwise agreed in the First Lien Debt Documents, unless and until the Discharge of First Lien Obligations has not occurred, the First Lien Administrative Agent and the First Lien Secured Parties and (y) from and after the Discharge of First Lien Obligations unless and until the Discharge of Second Lien Obligations has occurred, the Second Lien Collateral Agent and the other First Second Lien Secured Parties Parties, shall have the sole and exclusive right, subject to the rights of the Grantors under Credit Parties under, and to the extent required by, and subject to any limitations in, the applicable First Lien Loan Debt Documents and Second Lien Debt Documents, (a) to settle be named as additional insured and loss payee under any insurance policies maintained from time to time by any Credit Parties, (b) adjust claims settlement for any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and (c) to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of proceeding affecting the Collateral. All Unless and until the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has occurred, all proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Collateral, shall, if no Event of Default shall have occurred and be continuing, be applied (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan DocumentsPriority Obligations, be paid to the First Lien Collateral Administrative Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Loan Debt Documents, (bii) second, after the occurrence of the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan DocumentsPriority Obligations, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the applicable Second Lien Loan Documents, Debt Documents and (ciii) third, if no Second Lien Obligations are outstanding, be paid to the owner owners of the subject property, or such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if If the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Lien Collateral Administrative Agent for further application in accordance with the terms of Section 4.024.01 or this Section 5.02, as applicable.

Appears in 1 contract

Samples: Intercreditor Agreement (Stone Energy Corp)

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Obligations has not occurred, the Directing First Lien Collateral Agent and the other First Lien Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors First Lien Obligors under the First Lien Loan Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. All Until the Discharge of First Lien Obligations has occurred, and subject to the rights of the First Lien Obligors under the First Lien Financing Documents, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Loan Documents, Collateral shall be paid to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders pursuant to the terms of the First Lien Loan Documents, including any First Lien Intercreditor Agreement and any other intercreditor agreement among the First Lien Collateral Agents (bincluding, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) secondand thereafter, after if the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors Second Lien Obligors under the Second Lien Loan Financing Documents, be paid to the Directing Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Claimholders to the terms extent required under the Second Lien Collateral Documents, and thereafter, if the Discharge of the Second Lien Loan DocumentsObligations has occurred, and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Administrative Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Collateral Agent or any other Second Lien Secured Party Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the Directing First Lien Collateral Agent in accordance with the terms of Section 4.024.2.

Appears in 1 contract

Samples: Credit Agreement (INC Research Holdings, Inc.)

Insurance and Condemnation Awards. (a) So long as the Discharge of First Lien Obligations Revolving Loan Debt has not occurred, the First Lien Collateral Revolving Loan Agent and the other First Lien Revolving Loan Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien Revolving Loan Documents, to settle and adjust claims in respect of the Revolving Loan Priority Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, condemnation in respect of the Revolving Loan Priority Collateral. All So long as the Discharge of Revolving Loan Debt has not occurred, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnationcondemnation with respect to any of the Revolving Loan Priority Collateral, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise directin accordance with Section 4.1 hereof. Until the Discharge of First Lien Obligations has occurredRevolving Loan Debt, if the Second Lien Collateral Term Loan Agent or any other Second Lien Term Loan Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds over to the First Lien Collateral Revolving Loan Agent in accordance with the terms of Section 4.024.2 hereof. (b) So long as the Discharge of Term Loan Debt has not occurred, the Term Loan Agent and the other Term Loan Secured Parties shall have the sole and exclusive right, subject to the rights of Grantors under the Term Loan Documents, to settle and adjust claims in respect of the Term Loan Priority Collateral under policies of insurance and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation in respect of the Term Loan Priority Collateral. So long as the Discharge of Term Loan Debt has not occurred, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation with respect to any of the Term Loan Priority Collateral, shall be paid in accordance with Section 4.1 hereof. Until the Discharge of Revolving Loan Debt, if the Revolving Loan Agent or any other Revolving Loan Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall pay such proceeds over to the Revolving Loan Agent in accordance with the terms of Section 4.2 hereof. (c) To the extent that an insured loss covers both Revolving Loan Priority Collateral and Term Loan Priority Collateral, then Revolving Loan Agent and Term Loan Agent will work jointly and in good faith to collect, adjust or settle any claims or amounts under the insurance policy. The parties hereto agree that any business interruption insurance and/or loss profits or similar type of insurance is Revolving Loan Priority Collateral.

Appears in 1 contract

Samples: Intercreditor Agreement (Frederick's of Hollywood Group Inc /Ny/)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Secured Obligations has not occurred, the First Lien Collateral Agent Representative and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Secured Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent Representative for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Secured Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent Representative for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan DocumentsDocuments until the Discharge of Second Lien Secured Obligations (other than Excess Second Lien Obligations), and (c) third, if no after the Discharge of Second Lien Secured Obligations (other than Excess Second Lien Obligations), be paid to the First Lien Representative for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents on account of the Excess First Lien Obligations, (d) fourth, after the Discharge of Excess First Lien Obligations, be paid to the Second Lien Representative for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents on account of the Excess Second Lien Obligations are outstandingand (e) fifth, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Secured Obligations has occurred, if the Second Lien Collateral Agent Representative or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent Representative in accordance with Section 4.02.

Appears in 1 contract

Samples: Intercreditor Agreement (Fusion Connect, Inc.)

Insurance and Condemnation Awards. So long Pursuant to the applicable documents, the Senior Representative and the Junior Representative may be named as additional insureds and/or loss payees, as applicable, under any insurance policies maintained from time to time by any Grantor. Proceeds of the Shared Collateral include insurance proceeds and, therefore, the Lien priority set forth in this Agreement shall govern the ultimate disposition of such insurance proceeds. Unless and until the Discharge of First Lien the Priority Senior Obligations has not occurred, the First Lien Collateral Agent Senior Representative and the other First Lien Senior Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien Loan Senior Debt Documents: (a) to adjust settlement for any insurance policy covering the Shared Collateral or any other collateral securing the Senior Obligations in the event of any loss thereunder, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and and (b) to approve any award granted in any condemnation or similar proceedingproceeding affecting the Shared Collateral or such other collateral. Unless and until the Discharge of Senior Obligations has occurred, or any deed in lieu of condemnation, in respect of the Collateral. All all proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Shared Collateral, shall be paid: (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject the Priority Senior Obligations, to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent Senior Representative for the benefit of First Lien Senior Secured Parties pursuant to the terms of the First Lien Loan Senior Debt Documents, , (bii) second, after the occurrence of the Discharge of First Lien Obligations and subject the Priority Senior Obligations, to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent Junior Representative for the benefit of the Second Lien Junior Secured Parties pursuant to the terms of the Second Lien Loan applicable Junior Debt Documents, and , (ciii) third, after the occurrence of the Discharge of the Priority Senior Obligations and if no Second Lien Junior Obligations are outstanding, be paid to the Senior Representative for the benefit of the Senior Secured Parties pursuant to the terms of the Senior Debt Documents to pay and otherwise satisfy the Excess Senior Obligations, and (iv) fourth, if no Senior Obligations or Junior Obligations are outstanding, to the owner of the subject property, property or such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until If the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent Junior Representative or any other Second Lien Junior Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Lien Collateral Agent Senior Representative in accordance with the terms of Section 4.02.

Appears in 1 contract

Samples: Intercreditor Agreement (Abraxas Petroleum Corp)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the US Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the US Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the US Grantors under the Second Lien Term Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, Security Documents and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. ARTICLE IV Payments SECTION 4.01.

Appears in 1 contract

Samples: Intercreditor Agreement

Insurance and Condemnation Awards. (a) So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of First Lien Collateral under policies of insurance covering First Lien Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, in each case, in respect of First Lien Collateral, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties for application against the First Lien Obligations pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties for application against the Indenture Obligations pursuant to the terms of the Second Lien Loan Documents, and (c) third, if all Indenture Obligations have been paid in full in cash, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties for application against any Excess Claims pursuant to the terms of the First Lien Loan Documents and (d) fourth, if no Second Lien Indenture Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, in each case, in respect of First Lien Collateral, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.024.02(a). (b) Subject to the terms of the Indenture, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right to settle and adjust claims in respect of Indenture Exclusive Collateral under policies of insurance covering Indenture Exclusive Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Indenture Exclusive Collateral. Subject to the terms of the Indenture, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, in each case, in respect of Indenture Exclusive Collateral, shall (a) first, prior to the payment in full in cash of all Indenture Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of Second Lien Secured Parties for application against the Indenture Obligations pursuant to the terms of the Second Lien Loan Documents, and (b) second, if all Indenture Obligations have been paid in full in cash, be paid to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. If the First Lien Collateral Agent or any other First Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, in each case, in respect of Indenture Exclusive Collateral, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02(b).

Appears in 1 contract

Samples: Intercreditor Agreement (Sterling Chemicals Inc)

Insurance and Condemnation Awards. (a) So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Administrative Agent and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to before the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Administrative Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations but before the Discharge of Second Lien Obligations, and subject to the rights of the Grantors under the Second Lien Loan Documents be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, (c) third, after the Discharge of Second Lien Obligations but before the repayment in full, in cash, of Excess First Lien Obligations, and subject to the rights of the Grantors under the First Lien Loan Documents be paid to the First Lien Administrative Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (d) fourth, after the repayment in full, in cash, of the Excess First Lien Obligations, but before the repayment in full, in cash, of Excess Second Lien Obligations, and subject to the rights of the Grantors under the Second Lien Loan Documents be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, and (ce) thirdfifth, if no after the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations, and the repayment in full, in cash, of Excess First Lien Obligations are outstandingand Excess Second Lien Obligations, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Secured Party, agrees that if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall hold such proceeds in trust for the benefit of the First Lien Secured Parties and forthwith transfer and pay over such proceeds to the First Lien Administrative Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations, and until the Discharge of Second Lien Obligations has occurred, the First Lien Administrative Agent, for itself and on behalf of each other First Lien Secured Party, agrees that if the First Lien Administrative Agent or any other First Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall hold such proceeds in trust for the benefit of the Second Lien Secured Parties and forthwith transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.024.

Appears in 1 contract

Samples: Intercreditor Agreement (Penn Virginia Corp)

Insurance and Condemnation Awards. So Subject to the rights of the Grantors under, and to the extent required by, the Senior Debt Documents, the Senior Secured Parties have the right to be named as additional insureds and loss payees on insurance policies, maintained from time to time by any Grantor and, so long as the Discharge of First Lien Senior Obligations has not occurred, the First Lien sole right to adjust settlement for any insurance policy covering the Shared Collateral Agent in the event of loss, and to approve any condemnation award. Subject to the other First Lien Secured rights of the Grantors under, and to the extent required by, the Second Priority Debt Documents, the Second Priority Debt Parties shall have the exclusive right, may be added as additional insureds and loss payees on insurance policies subject to the rights of the Grantors under Senior Secured Parties. In connection therewith and so long as the First Lien Loan DocumentsDischarge of Senior Obligations has not occurred, the Second Priority Debt Parties shall agree to settle and execute such documentation to disclaim any interest in the proceeds or as requested by the Senior Secured Parties necessary or desirable for the Senior Secured Parties to enable the Senior Secured Parties to adjust claims in respect of Collateral under policies of settlement for any such insurance covering Collateral and policy or to approve any condemnation award or otherwise to exercise their rights in such policies and proceeds and the Senior Representative is granted in a power of attorney coupled with an interest, which power of attorney is irrevocable, to execute any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect such documentation on behalf of the CollateralSecond Priority Debt Parties. All proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Shared Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject Senior Obligations, to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent Designated Senior Representative for the benefit of First Lien Senior Secured Parties pursuant to the terms and on the conditions of the Senior Debt Documents, (ii) second, after the occurrence of the Discharge of Senior Obligations, to the Designated Second Priority Representative for the benefit of the Second Priority Debt Parties pursuant to the terms and on the conditions of the applicable Second Priority Debt Documents, (iii) third, after the occurrence of the Discharge of Second Priority Debt Obligations, then to the Designated Senior Representative for the benefit of the Senior Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Senior Debt Documents, and (civ) thirdfourth, if no Second Lien Obligations are outstandingafter the occurrence of the Discharge of Senior Debt Obligations, be paid then to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the If any Second Lien Collateral Agent Priority Representative or any other Second Lien Secured Priority Debt Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Lien Collateral Agent Designated Senior Representative in accordance with the terms of Section 4.02.

Appears in 1 contract

Samples: First Lien/Second Lien Intercreditor Agreement (Cloud Peak Energy Inc.)

Insurance and Condemnation Awards. So long as (a) Unless and until the Discharge of First Lien Priority Obligations has not occurred, the Designated First Lien Collateral Agent Priority Representative (or any person authorized by it) and the other First Lien Priority Secured Parties shall shall, as between the First Priority Secured Parties and the Second Priority Secured Parties, have the sole and exclusive right, subject in each case to the rights of the Grantors under the First Priority Debt Documents, (i) to adjust settlement for any insurance policy covering the Shared Collateral in the event of any loss thereunder and (ii) to approve any award granted in any condemnation or similar proceeding affecting the Shared Collateral. (b) Unless and until the Discharge of First Priority Obligations has occurred, and subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral Priority Debt Documents and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect the terms of the Collateral. All First Lien Pari Passu #96358272v26 Intercreditor Agreement and the ABL Intercreditor Agreement, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation), if in respect of the Shared Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject Priority Obligations, to the rights of the Grantors under the Designated First Lien Loan Documents, be paid to the First Lien Collateral Agent Priority Representative for the benefit of First Lien Priority Secured Parties pursuant to the terms of the First Lien Loan Priority Debt Documents, (bii) second, after the occurrence of the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan DocumentsPriority Obligations, be paid to the Second Lien Collateral Agent Priority Representative for the benefit of the Second Lien Priority Secured Parties pursuant to the terms of the applicable Second Lien Loan Documents, Priority Debt Documents and (ciii) third, if no Second Lien Priority Obligations or First Priority Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if If the Second Lien Collateral Agent Priority Representative or any other Second Lien Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the Designated First Lien Collateral Agent Priority Representative in accordance with the terms of Section 4.02. (c) After the Discharge of First Priority Obligations and until the Discharge of Second Priority Obligations has occurred, and subject to the rights of the Grantors under the Second Priority Debt Documents and to the terms of the ABL Intercreditor Agreement, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation), if in respect of the Shared Collateral, shall be paid (i) first, prior to the occurrence of the Discharge of Second Priority Obligations, to the Second Priority Representative for the benefit of Second Priority Secured Parties pursuant to the terms of the Second Priority Debt Documents, and (ii) second, if no Second Priority Obligations are outstanding, to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct.

Appears in 1 contract

Samples: Credit Agreement (DIEBOLD NIXDORF, Inc)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02.

Appears in 1 contract

Samples: Credit Agreement (Atp Oil & Gas Corp)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Secured Obligations has not occurred, the First Lien Collateral Agent Representative and the other First Lien Secured Parties and the Super Senior Representative and the other Super Senior Secured Parties shall have the exclusive right, subject in each case to the rights of the Grantors under the First Lien Loan Documents and the Super Senior Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds Proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Secured Obligations and subject to the rights of the Grantors under the First Lien Loan Documents and the Super Senior Loan Documents, be paid to the Controlling First Lien Collateral Agent Representative for the benefit of the Super Senior Secured Parties and the First Lien Secured Parties pursuant to the terms of the Super Senior Loan Documents and the First Lien Loan Documents, (b) second, after the Discharge of First Lien Secured Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent Representative for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan DocumentsDocuments until the Discharge of Second Lien Secured Obligations (other than Excess Second Lien Obligations), and (c) third, if no after the Discharge of Second Lien Secured Obligations (other than Excess Second Lien Obligations), be paid to the Controlling First Lien Representative for the benefit of the First Lien Secured Parties and the Super Senior Secured Parties pursuant to the terms of the First Lien Loan Documents and the Super Senior Loan Documents on account of the Excess First Lien Obligations, (d) fourth, after the Discharge of Excess First Lien Obligations, be paid to the Second Lien Representative for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents on account of the Excess Second Lien Obligations are outstandingand (e) fifth, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Secured Obligations has occurred, if the Second Lien Collateral Agent Representative or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the Controlling First Lien Collateral Agent Representative in accordance with Section 4.02.

Appears in 1 contract

Samples: Joinder Agreement (Fusion Connect, Inc.)

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors First Lien Obligors under the First Lien Loan Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. All Until the Discharge of First Lien Obligations has occurred, and subject to the rights of the First Lien Obligors under the First Lien Financing Documents, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Loan Documents, Collateral shall be paid to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders pursuant to the terms of the First Lien Loan Documents, including any intercreditor agreement among the First Lien Collateral Agent and any of the First Lien Representatives (bincluding, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) secondand thereafter, after if the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors Second Lien Obligors under the Second Lien Loan Financing Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Claimholders to the terms extent required under the Second Lien Collateral Documents, and thereafter, if the Discharge of the Second Lien Loan DocumentsObligations has occurred, and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Lux Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the First Lien Collateral Agent in accordance with the terms of Section 4.024.2.

Appears in 1 contract

Samples: Second Lien Intercreditor Agreement (Mallinckrodt PLC)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, Documents and (c) third, if no Second Lien Obligations are outstanding, be paid to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties in respect of any amounts that constitute Excess First Lien Loan Amounts, and, if none, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02.

Appears in 1 contract

Samples: Intercreditor Agreement (Pacific Energy Resources LTD)

Insurance and Condemnation Awards. So (a) Prior to the Discharge of First Lien Obligations, subject to the rights of the Grantors under, and to the extent required by, the First Lien Documents, the First Lien Secured Parties have the right to be named as additional insureds and lender loss payees on insurance policies, maintained from time to time by any Grantor and, so long as the Discharge of First Lien Obligations has not occurred, the sole right to adjust settlement for any insurance policy covering the Shared Collateral in the event of loss, and to approve any condemnation award. Prior to the Discharge of First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive rightObligations, subject to the rights of the Grantors under under, and to the extent required by, the Second Lien Documents, the Second Lien Secured Parties may be added as additional insureds and lender loss payees on insurance policies, subject to the rights of the First Lien Loan DocumentsSecured Parties. In connection therewith and so long as the Discharge of First Lien Obligations has not occurred, the Second Lien Secured Parties shall agree to settle and execute such documentation to disclaim any interest in the proceeds or as requested by the First Lien Secured Parties necessary or desirable for the First Lien Secured Parties to enable the First Lien Secured Parties to adjust claims in respect of Collateral under policies of settlement for any such insurance covering Collateral and policy or to approve any condemnation award or otherwise to exercise their rights in such policies and proceeds and the First Lien Collateral Trustee is granted in a power of attorney coupled with an interest, which power of attorney is irrevocable, to execute any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect such documentation on behalf of the Collateral. Second Lien Secured Parties. (b) All proceeds of any such insurance policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Shared Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan DocumentsObligations, be paid to the First Lien Collateral Agent Trustee for the benefit of the First Lien Secured Parties pursuant to the terms and on the conditions of the Collateral Trust Agreement and, subsequently, the First Lien Loan Documents, (bii) second, after following the occurrence of the Discharge of First Lien Obligations and subject but prior to the rights Discharge of the Grantors under the Second Lien Loan DocumentsObligations, be paid to the Designated Second Lien Collateral Agent Representative for the benefit of the Second Lien Secured Parties pursuant to the terms and on the conditions of the applicable Second Lien Loan Documents, and (ciii) third, if no after the occurrence of the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations are outstandingObligations, be paid then to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until If prior to the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Lien Collateral Agent Trustee in accordance with the terms of Section 4.024.02(a).

Appears in 1 contract

Samples: Intercreditor Agreement (Triumph Group Inc)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral (i) The Senior Agent and the other First Lien Secured Parties CR Senior Lenders shall have the sole and exclusive rightright as among the Intercreditor Parties to adjust, subject to settle, direct or otherwise deal with any insurance policy or proceeds therefrom covering the rights CR First Priority Collateral in the event of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of proceeding affecting the CR First Priority Collateral. . (ii) All the proceeds of any such policy insurance policies and any such award, or any payments with respect awards relating to a deed in lieu of condemnation, the CR Collateral shall (ax) first, prior be paid exclusively to the Discharge of First Lien Obligations Senior Agent and subject to applied as provided in the rights of CR Senior Credit Agreement, and the Grantors under the First Lien Loan DocumentsBH/PIK Lenders shall have no right, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, title or interest therein and (by) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors all amounts owing under the Second Lien Loan DocumentsCR Credit Documents have been paid in full and the same have been terminated, be paid as provided in SECTION 3.6. (i) The BH Senior Lender shall have the sole and exclusive right as among the Intercreditor Parties to adjust, settle, direct or otherwise deal with any insurance policy or proceeds therefrom covering the BH First Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the BH First Priority Collateral. (ii) All the proceeds of any insurance policies and any awards relating to the Second Lien BH First Priority Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, and shall (cx) third, if no Second Lien Obligations are outstandingfirst, be paid exclusively to the owner BH Senior Lender and applied as provided in the BH Senior Credit Agreement, and none of the subject propertySenior Agent, such other person the CR Senior Lenders, the Junior Subordinated Trustee and the Junior Subordinate Lenders shall have any right, title or interest therein and (y) second, after all amounts owing under the BH Senior Credit Documents have been paid in full and the same have been terminated, be paid as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent provided in accordance with Section 4.02SECTION 3.6 hereof.

Appears in 1 contract

Samples: Intercreditor and Subordination Agreement (Planet Hollywood International Inc)

Insurance and Condemnation Awards. So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the US Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the US Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the US Grantors under the Second Lien Term Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Documents, Security Documents and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02.

Appears in 1 contract

Samples: Intercreditor Agreement (Quicksilver Resources Inc)

Insurance and Condemnation Awards. So long as (a) Until the Discharge of First Lien Obligations Payment Date has not occurred, the First Lien Collateral Agent and (acting at the other First Lien Secured Parties direction of, or pursuant to authority granted by, the “Required Term B-1 Lenders” (as defined in the Credit Agreement)) shall have the sole and exclusive right, subject to the rights of the Grantors under the First Lien Loan Credit Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. All Until the First Lien Obligations Payment Date has occurred, and subject to the rights of the Grantors under the First Lien Credit Documents, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Loan Documents, Collateral shall be paid (1) to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties pursuant to the terms of the First Lien Loan Credit Documents, (b2) secondthereafter, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien LEGAL_US_E # 147945921.11 Secured Parties pursuant to the terms of extent required under the Second Lien Loan Credit Documents, (3) thereafter, to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties to the extent required under the Third Lien Credit Documents, and (c4) thirdthereafter, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations Payment Date has occurred, if the Second Lien Collateral Agent, any other Second Lien Secured Party, the Third Lien Collateral Agent or any other Second Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the First Lien Collateral Agent in accordance with the terms of Section 4.027.01. (b) After the First Lien Obligations Payment Date has occurred and until the Second Lien Obligations Payment Date has occurred, the Second Lien Collateral Agent (acting at the direction of, or pursuant to authority granted by, the ”Required Term B-2 Lenders” (as defined in the Credit Agreement)) shall have the sole and exclusive right, subject to the rights of the Grantors under the Second Lien Credit Documents, to settle or adjust claims over any insurance policy covering the Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding (or any deed in lieu of condemnation) affecting the Collateral. After the First Lien Obligations Payment Date has occurred and until the Second Lien Obligations Payment Date has occurred, and subject to the rights of the Grantors under the Second Lien Credit Documents, all proceeds of any such policy and any such award (or any payments with respect to a deed in lieu of condemnation) in respect of the Collateral shall be paid (1) to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties to the extent required under the Second Lien Credit Documents, (2) thereafter, to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties to the extent required under the Third Lien Credit Documents, and (3) thereafter, to the owner of the subject property, as directed by the Borrower or as a court of competent jurisdiction may otherwise direct. After the First Lien Obligations Payment Date has occurred and until the Second Lien Obligations Payment Date has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in contravention of this Agreement, it shall segregate and hold in trust and forthwith pay such proceeds over to the Second Lien Collateral Agent in accordance with the terms of Section 7.01. (c) The provisions of this Section 2.15 are solely to define the relative rights of the First Lien Secured Parties, the Second Lien Secured Parties and the Third Lien Secured Parties and shall not affect the rights of any Grantor with respect to its insurance policies or any condemnation or similar proceeding or any awards or payments in respect thereof.

Appears in 1 contract

Samples: Intercreditor Agreement (Revlon Inc /De/)

Insurance and Condemnation Awards. (a) So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Lien Loan Documents, to settle and adjust claims in respect of First Lien Collateral under policies of insurance covering First Lien Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the First Lien Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, in each case, in respect of First Lien Collateral, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties for application against the First Lien Obligations pursuant to the terms of the First Lien Loan Documents, (b) second, after the Discharge of First Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties for application against the Indenture Obligations pursuant to the terms of the Second Lien Loan Documents, and (c) third, if all Indenture Obligations have been paid in full in cash, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties for application against any Excess Claims pursuant to the terms of the First Lien Loan Documents and (d) fourth, if no Second Lien Indenture Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, in each case, in respect of First Lien Collateral, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.024.02(a). (b) Subject to the terms of the Indenture, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right to settle and adjust claims in respect of Indenture Exclusive Collateral under policies of insurance covering Indenture Exclusive Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Indenture Exclusive Collateral. Subject to the terms of the Indenture, all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, in each case, in respect of Indenture Exclusive Collateral, shall (a) first, prior to the payment in full in cash of all Indenture Obligations and subject to the rights of the Grantors under the Second Lien Loan Documents, be paid to the Second Lien Collateral Agent for the benefit of Second Lien Secured Parties for application against the Indenture Obligations pursuant to the terms of the Second Lien Loan Documents, and (b) second, if all Indenture Obligations have been paid in full in cash, be paid to the owner of the subject property, such other Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. If the First Lien Collateral Agent or any other First Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, in each case, in respect of Indenture Exclusive Collateral, it shall transfer and pay over such proceeds to the Second Lien Collateral Agent in accordance with Section 4.02(b).

Appears in 1 contract

Samples: Intercreditor Agreement (Aventine Renewable Energy Holdings Inc)

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Obligations has not occurred, the Directing First Lien Collateral Agent and the other First Lien Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors First Lien Obligors under the First Lien Loan Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. All Until the Discharge of First Lien Obligations has occurred, and subject to the rights of the First Lien Obligors under the First Lien Financing Documents, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Loan Documents, Collateral shall be paid to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders pursuant to the terms of the First Lien Loan Documents, including any other intercreditor agreement among the First Lien Collateral Agents (bincluding, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) secondand thereafter, after if the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors Second Lien Obligors under the Second Lien Loan Financing Documents, be paid to the Directing Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Claimholders to the terms extent required under the Second Lien Collateral Documents, and thereafter, if the Discharge of the Second Lien Loan DocumentsObligations has occurred, and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Top Borrower or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Collateral Agent or any other Second Lien Secured Party Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the Directing First Lien Collateral Agent in accordance with the terms of Section 4.024.2.

Appears in 1 contract

Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.)

Insurance and Condemnation Awards. So long as Until the Discharge of First Lien Obligations has not occurred, the Directing First Lien Collateral Agent and the other First Lien Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors First Lien Obligors under the First Lien Loan Financing Documents, to settle and or adjust claims over any insurance policy covering the Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and to approve any award granted in any condemnation or similar proceeding, proceeding (or any deed in lieu of condemnation, in respect of ) affecting the Collateral. All Until the Discharge of First Lien Obligations has occurred, and subject to the rights of the First Lien Obligors under the First Lien Financing Documents, all proceeds of any such policy and any such award, award (or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights in respect of the Grantors under the First Lien Loan Documents, Collateral shall be paid to the Directing First Lien Collateral Agent for the benefit of the First Lien Secured Parties Claimholders pursuant to the terms of the First Lien Loan Documents, including any First Lien Intercreditor Agreement and any other intercreditor agreement among the First Lien Collateral Agents (bincluding, without limitation, for purposes of cash collateralization of commitments, First Lien Letters of Credit and obligations under First Lien Hedge Agreements governing any First Lien Secured Hedging Obligations) secondand thereafter, after if the Discharge of First Lien Obligations has occurred, and subject to the rights of the Grantors Second Lien Obligors under the Second Lien Loan Financing Documents, be paid to the Directing Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant Claimholders to the terms extent required under the Second Lien Collateral Documents, and thereafter, if the Discharge of the Second Lien Loan DocumentsObligations has occurred, and (c) third, if no Second Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto directed by the Borrower Representative or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the any Second Lien Collateral Agent or any other Second Lien Secured Party Claimholders shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentpayment in contravention of this Agreement, it shall transfer segregate and hold in trust and forthwith pay over such proceeds over to the Directing First Lien Collateral Agent in accordance with the terms of Section 4.024.2.

Appears in 1 contract

Samples: Credit Agreement (Nuvei Corp)

Insurance and Condemnation Awards. So long as the Discharge of First Priority Lien Obligations has not occurred, the First Priority Lien Collateral Agent and the other First Priority Lien Secured Parties shall have the exclusive right, subject to the rights of the Grantors under the First Priority Lien Loan Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall be paid (a) first, prior to the Discharge of First Priority Lien Obligations and subject to the rights of the Grantors under the First Priority Lien Loan Documents, be paid to the First Priority Lien Collateral Agent for the benefit of First Priority Lien Secured Parties pursuant to the terms of the First Priority Lien Loan Documents, (b) second, after the Discharge of First Priority Lien Obligations and subject to the rights of the Grantors under the Second Parity Junior Lien Loan Documents, be paid to the Second Parity Junior Lien Collateral Agent for the benefit of the Second Parity Junior Lien Secured Parties pursuant to the terms of the Second Parity Junior Lien Loan Documents, and (c) third, if no Second Parity Junior Lien Obligations are outstanding, be paid to the owner of the subject propertyapplicable Grantor, or such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Priority Lien Obligations has occurred, if the Second Parity Junior Lien Collateral Agent or any other Second Parity Junior Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Priority Lien Collateral Agent in accordance with Section 4.022.11.

Appears in 1 contract

Samples: Intercreditor Agreement (Neff Finance Corp.)

Insurance and Condemnation Awards. (a) So long as the Discharge of First Lien Obligations has not occurred, the First Lien Collateral Agent and the other First Lien Secured Parties shall have the exclusive rightright after the occurrence and during the continuance of an Event of Default (as defined in the First Lien Purchase Agreement), subject to the rights of the Grantors under the First Lien Loan Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. All After the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, the Second Lien Collateral Agent and the other Second Lien Secured Parties shall have the exclusive right after the occurrence and during the continuance of an Event of Default (as defined in the Second Lien Purchase Agreement), subject to the rights of the Grantors under the Second Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. After the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations has occurred and so long as the Cross-Collateral Release Date has not occurred, the Third Lien Required Holders shall have the exclusive right after the occurrence and during the continuance of an Event of Default (as defined in either Third Lien Purchase Agreement), subject to the rights of the Grantors under the Third Lien Note Documents, to settle and adjust claims in respect of Collateral under policies of insurance covering Collateral and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Collateral. Notwithstanding anything in this Section 3.05(a) to the contrary, the Spinco Third Lien Supermajority Holders shall have the exclusive right after the occurrence and during the continuance of an Event of Default (as defined in any Purchase Agreement), subject to the rights of the Grantors under the Spinco Third Lien Note Documents, to settle and adjust claims in respect of the Spinco Assets under policies of insurance covering the Spinco Assets and to approve any award granted in any condemnation or similar proceeding, or any deed in lieu of condemnation, in respect of the Spinco Assets whether or not the Discharge of First Lien Obligations, Discharge of Second Lien Obligations or Cross-Collateral Release Date has occurred. (b) After the occurrence and during the continuance of an Event of Default (as defined in any Purchase Agreement), all proceeds of any such policy and any such award, or any payments with respect to a deed in lieu of condemnation, shall (a) first, prior to the Discharge of First Lien Obligations and subject to the rights of the Grantors under the First Lien Loan Note Documents, be paid to the First Lien Collateral Agent for the benefit of First Lien Secured Parties pursuant to the terms of the First Lien Loan Note Documents, (b) second, after the Discharge of First Lien Obligations has occurred, but prior to the Discharge of Second Lien Obligations and subject to the rights of the Grantors under the Second Lien Loan Note Documents, be paid to the Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties pursuant to the terms of the Second Lien Loan Note Documents, and (c) third, after the Discharge of Second Lien Obligations and so long as the Cross-Collateral Release Date has not occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the ratable benefit of the Third Lien Secured Parties pursuant to the terms of the Third Lien Note Documents and subject to Section 2.01(c), (d) fourth, after the Discharge of Second Lien Obligations and the Cross-Collateral Release Date has occurred and subject to the rights of the Grantors under the Third Lien Note Documents, be paid to the Third Lien Collateral Agent for the benefit of the Third Lien Secured Parties who have a Lien on such Collateral pursuant to the terms of the Third Lien Note Documents, and (e) fifth, if no Second Third Lien Obligations are outstanding, be paid to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until the Discharge of First Lien Obligations has occurred, if the Second Lien Collateral Agent or any other Second Lien Secured Party, or the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds to the First Lien Collateral Agent in accordance with Section 4.02. After the Discharge of First Lien Obligations has occurred and until the Discharge of Second Lien Obligations has occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds in accordance with Section 4.02. After the Discharge of First Lien Obligations and the Discharge of Second Lien Obligations and so long as the Cross-Collateral Release Date has not occurred, if the Third Lien Collateral Agent or any other Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment, it shall transfer and pay over such proceeds in accordance with Section 4.02. After the Discharge of First Lien Obligations, the Discharge of Second Lien Obligations, and the Cross-Collateral Release Date have occurred, if the Third Lien Collateral Agent or any other Parent Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in respect of the Spinco Third Lien Collateral, it shall transfer and pay over such proceeds to the Third Lien Collateral Agent for the benefit of the other Spinco Third Lien Secured Parties. After the Discharge of First Lien Obligations, the Discharge of Second Lien Obligations, and the Cross-Collateral Release Date have occurred, if the Third Lien Collateral Agent or any other Spinco Third Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or payment in respect of the Parent Third Lien Collateral, it shall transfer and pay over such proceeds to the Third Lien Collateral Agent for the benefit of the other Parent Third Lien Secured Parties.

Appears in 1 contract

Samples: Intercreditor Agreement (NextWave Wireless Inc.)

Insurance and Condemnation Awards. So long as Unless and until the Discharge of First Senior Lien Obligations has not occurred, the First Senior Lien Collateral Agent Representative and the other First Senior Lien Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the First Senior Lien Loan DocumentsDebt Documents (including Section 2.13 of the Senior Lien Debt Agreement), (a) to settle be named as additional insured, loss payee and lender loss payee under any insurance policies maintained from time to time by any Grantor, (b) to adjust claims settlement for any insurance policy covering the Shared Collateral in respect the event of Collateral under policies of insurance covering Collateral any loss thereunder and (c) to approve any award granted in any condemnation or similar proceeding, or any deed in lieu proceeding affecting the Shared Collateral. Unless and until the Discharge of condemnation, in respect Senior Lien Obligations has occurred but subject to the rights of the Collateral. All Grantors under the Senior Lien Debt Documents (including Section 2.13 of the Senior Lien Debt Agreement), all proceeds of any such policy and any such award, or any payments with if in respect to a deed in lieu of condemnationthe Shared Collateral, shall be paid (ai) first, prior to the occurrence of the Discharge of First Senior Lien Obligations and subject Obligations, to the rights of the Grantors under the First Senior Lien Loan Documents, be paid to the First Lien Collateral Agent Representative for the benefit of First Senior Lien Secured Parties pursuant to the terms of the First Senior Lien Loan Debt Documents, (bii) second, after the occurrence of the Discharge of First Senior Lien Obligations and subject Obligations, to the rights of the Grantors under the Second Junior Lien Loan Documents, be paid to the Second Lien Collateral Agent Representative for the benefit of the Second Junior Lien Secured Parties pursuant to the terms of the Second applicable Junior Lien Loan Documents, Debt Documents and (ciii) third, if no Second Junior Lien Obligations are outstanding, be paid to the owner of the subject property, such other person Person as may be entitled thereto or as a court of competent jurisdiction may otherwise direct. Until If the Discharge of First Junior Lien Obligations has occurred, if the Second Lien Collateral Agent Representative or any other Second Junior Lien Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award or paymentin contravention of this Agreement, it shall transfer and pay over such proceeds over to the First Senior Lien Collateral Agent Representative in accordance with the terms of Section 4.02.

Appears in 1 contract

Samples: Intercreditor Agreement (AAC Holdings, Inc.)