Common use of Intercreditor Matters Clause in Contracts

Intercreditor Matters. Notwithstanding anything to the contrary contained herein or in any Obligation Document (collectively, the “Agreements”), all proceeds of any sale, license, disposition or other realization upon the Collateral (the “Collateral Proceeds”) shall be applied in the following order of priorities: (a) First, to the payment in full of all obligations owing to each Secured Party under the Agreements, whether due or not, and all accrued and unpaid interest thereon, ratably (according to the proportion of (i) the amount of obligations owed to a Secured Party under the Agreements to (ii) the aggregate amounts of obligations owed to all of the Secured Parties under the Agreements) and in pari passu; and (b) Second, to pay to such other parties as their interests may appear, or to the Debtor or the Debtor’s representatives or as a court of competent jurisdiction may direct, any surplus then remaining from such payments. Notwithstanding the date, manner or order of attachment or perfection of any security interest and regardless of any priority otherwise available by law or by agreement, each Secured Party agrees that such Secured Party’s security interest in the Collateral shall be governed by the provisions and priorities of this Section 8 and that all of such Secured Party’s rights and benefits hereunder shall be shared ratably as provided in this Section 8. Each Secured Party agrees not to accept any Collateral Proceeds from the Debtor, any other Secured Party, or anyone else other than as provided by this Security Agreement. Each Secured Party agrees not to take any action to collect on the Obligations or take any action as to the Collateral other than as provided in this Security Agreement. Pending reimbursement by Debtor pursuant to the Agreements or if Debtor shall fail to reimburse any Secured Party pursuant to any of the Agreements, each Secured Party shall share all costs and expenses incurred by the Secured Party in connection with the documentation of each of the Obligations and the collection and enforcement of each of the Agreements and this Security Agreement ratably (according to the proportion of (i) the amount of obligations owed to a Secured Party under the Agreements to (ii) the aggregate amounts of obligations owed to the Secured Party under the Agreements) and in pari passu. No Secured Party shall be obligated to marshal any assets of the Debtor or any other person in which it has a lien or security interest before enforcing its rights against any of the Collateral.

Intercreditor Matters. Notwithstanding SECTION 9.1. EQUAL RANKING OF LIENS ON COMMON COLLATERAL, ETC. (a) EQUAL RANKING OF LIENS. (i) Each of the Pari Passu Creditor Parties, for itself and its respective successors and assigns, agrees that (A) to the extent and in the manner provided in this Section 9.1(a), and subject to Section 9.1(a)(iii), all Liens securing the Obligations and all Pari Passu Liens shall be of equal priority and ranking with respect to the Common Collateral, (B) the Purchaser Parties shall conclusively be deemed to have permitted the Company to incur the Other Pari Passu Debt and related Pari Passu Liens in reliance upon the covenants and provisions contained in this Article 9 and (C) the provisions of this Section 9.1(a)(i) apply notwithstanding anything to the contrary contained herein or in any Obligation Document (collectively, the “Agreements”), all proceeds of any sale, license, disposition or other realization upon the Collateral (the “Collateral Proceeds”) shall be applied in the following order of priorities:Pari Passu Financing Documents. (a) First, to the payment in full of all obligations owing to each Secured Party under the Agreements, whether due or not, and all accrued and unpaid interest thereon, ratably (according to the proportion of (i) the amount of obligations owed to a Secured Party under the Agreements to (ii) the aggregate amounts of obligations owed to The agreements set forth in Section 9.1(a)(i) shall at all of the Secured Parties under the Agreements) and in pari passu; and (b) Second, to pay to such other parties as their interests may appear, or to the Debtor or the Debtor’s representatives or as a court of competent jurisdiction may direct, any surplus then remaining from such payments. Notwithstanding the date, manner or order of attachment or perfection of any security interest and times apply regardless of any priority otherwise available by law (A) the order or by agreement, each Secured Party agrees that such Secured Party’s security interest in the Collateral shall be governed by the provisions and priorities time as of this Section 8 and that all of such Secured Party’s rights and benefits hereunder shall be shared ratably as provided in this Section 8. Each Secured Party agrees not to accept any Collateral Proceeds from the Debtor, any other Secured Party, or anyone else other than as provided by this Security Agreement. Each Secured Party agrees not to take any action to collect on the Obligations or take any action as to the Collateral other than as provided in this Security Agreement. Pending reimbursement by Debtor pursuant to the Agreements or if Debtor shall fail to reimburse any Secured Party pursuant to which any of the Agreements, each Secured Party shall share all costs and expenses incurred by the Secured Party in connection with the documentation of each of Liens securing the Obligations and the collection and enforcement of each Pari Passu Liens are granted or attach to any or all of the Agreements and this Security Agreement ratably Common Collateral, (according to the proportion of (iB) the amount order or time of obligations owed to a Secured Party under the Agreements to (ii) the aggregate amounts registrations, filings or recordings, physical possession of obligations owed to the Secured Party under the Agreements) and in pari passu. No Secured Party shall be obligated to marshal any assets of the Debtor or any other person in which it has a lien or security interest before enforcing its rights against any of the Common Collateral or other steps of perfection, (B) whether any of the Pari Passu Obligations secured by the Liens securing the Obligations and the Pari Passu Liens is outstanding on the date hereof or hereafter incurred or arising and, if hereafter incurred or arising, whether incurred or arising pursuant to a commitment or otherwise and (D) whether the Liens in question secure the obligations of the Company, any other Company Party, any Guarantor, any Subsidiary or any Pari Passu Guarantor. (iii) Subject to the following provisions of this Section 9.1(a)(iii), this Article 9 shall be without any further force or effect with respect to any Common Collateral (and the proceeds thereof) if, and to the extent that, a court of appropriate jurisdiction shall have issued a final and non-appealable order avoiding or subordinating Common Terms Agreement 92 103 either or any of the Liens securing the Obligations or the Pari Passu Liens on such Common Collateral. If and to the extent that any Lien securing the Obligations or any Pari Passu Lien on any Common Collateral is avoided or subordinated, then notwithstanding anything in this Article 9 to the contrary the other Liens securing the Obligations and Pari Passu Liens on such Common Collateral shall be senior and in all respects prior to such avoided or subordinated Lien thereon and all provisions of this Article 9 (other than this Section 9.1(a)(iii) and Sections 9.1(b), 9.1(c) and 9.7(a)) shall be without any further force or effect pursuant to the first sentence of this Section 9.1(a)(iii) with respect to such avoided or subordinated Lien. Nothing in this Section 9.1(a)(iii) shall apply to the avoidance or subordination of any Guaranty or any Pari Passu Guaranty made by any Company Party (including any Guaranty given by any Subsidiary Guarantor) and the resulting termination or reduction of any Lien securing the Obligations or Pari Passu Lien securing such Guaranty or Pari Passu Guaranty, respectively. Without limitation, Section 9.6 shall continue to apply to cash proceeds of any Realization with respect to Common Collateral of such Company Party, irrespective of any such avoidance or subordination.

Intercreditor Matters. Notwithstanding anything to By accepting the contrary contained herein or in any Obligation Document (collectivelybenefits of this Agreement, the “Agreements”)other Security Documents and any Pari Passu Third Lien Indebtedness Agreement, all proceeds of any sale, license, disposition or other realization upon the Collateral (the “Collateral Proceeds”) shall be applied in the following order of priorities: (a) First, to the payment in full of all obligations owing to each Secured Party under the Agreements, whether due or not, and all accrued and unpaid interest thereon, ratably (according to the proportion of (i) the amount of obligations owed to a Secured Party under the Agreements to (ii) the aggregate amounts of obligations owed to all of the Secured Parties under the Agreements) and in pari passu; and (b) Second, to pay to such other parties as their interests may appear, or to the Debtor or the Debtor’s representatives or as a court of competent jurisdiction may direct, any surplus then remaining from such payments. Notwithstanding the date, manner or order of attachment or perfection of any security interest and regardless of any priority otherwise available by law or by agreementapplicable, each Secured Party agrees that it is bound by the terms of the Intercreditor Agreement applicable to such Secured Party’s security interest in . Each of the Collateral Secured Parties acknowledges and agrees that notwithstanding the date, time or creation of any Liens securing any of the Obligations under the Security Agreement or the Security Documents, the Obligations shall be governed equally and ratably secured by the Liens of the Security Agreement and the Security Documents and all Liens securing any of the Obligations (and any proceeds received from the enforcement of any such Liens) shall be for the equal and ratable benefit of all Secured Parties shall be applied as provided in Section 13(f). Each Secured Party, by its acceptance of the benefits hereunder and of the Security Documents, hereby agrees for the benefit of the other Secured Parties that, to the extent any additional or substitute collateral for any of the Obligations is delivered by a Grantor to or for the benefit of any Secured Party, such collateral shall be subject to the provisions and priorities of this Section 8 and that all 19. Each of such the Secured Party’s rights and benefits hereunder shall be shared ratably Parties hereby agrees not to challenge or question in any proceeding the validity or enforceability of any Security Document (in each case as a whole or any term or provision contained therein) or the validity of any Lien or financing statement in favor of the Third Priority Collateral Agent for the benefit of the Secured Parties as provided in this Section 8. Each Secured Party agrees not to accept any Collateral Proceeds from the Debtor, any Secu- rity Agreement and the other Secured PartySecurity Documents, or anyone else other than as provided by this Security Agreementthe relative priority of any such Lien. Each Secured Party agrees not to take any action to collect on the Obligations or take any action as Subject to the Third Priority Collateral other than as provided Agent’s rights under Section 15, the Required Secured Parties may direct the Third Priority Collateral Agent in this Security Agreement. Pending reimbursement by Debtor pursuant exercising any remedy available to the Agreements Third Priority Collateral Agent under this Agreement or if Debtor shall fail to reimburse any Secured Party pursuant to Security Document. In the absence of any of such instruction, the Agreements, each Secured Party shall share all costs and expenses incurred by the Secured Party in connection with the documentation of each of the Obligations and the collection and enforcement of each of the Agreements and this Security Agreement ratably Third Priority Collateral Agent may (according to the proportion of (i) the amount of obligations owed to a Secured Party under the Agreements to (ii) the aggregate amounts of obligations owed to the Secured Party under the Agreements) and in pari passu. No Secured Party but shall be obligated to marshal under no obligation to) exercise such rights and remedies in any assets of the Debtor or any other person in which it has a lien or security interest before enforcing its rights against any of the Collateralmanner that complies with Section 15.

Intercreditor Matters. Notwithstanding anything to the contrary contained herein or in any Obligation Document (collectively, the “Agreements”)other Agreement, all proceeds of any sale, license, disposition or other realization upon the Collateral (the “Collateral Proceeds”) shall be applied in the following order of priorities: (a) First, to the payment in full of all obligations owing to each Secured Party under the Agreements, whether due or not, and all accrued and unpaid interest thereon, ratably (according to the proportion of (i) the amount of obligations owed to a Secured Party under the Agreements to (ii) the aggregate amounts of obligations owed to all of the Secured Parties under the Agreements) and in pari passu; and (b) Second, to pay to such other parties as their interests may appear, or to the Debtor or the Debtor’s representatives or as a court of competent jurisdiction may direct, any surplus then remaining from such payments. Notwithstanding the date, manner or order of attachment or perfection of any security interest and regardless of any priority otherwise available by law or by agreement, each Secured Party agrees that such Secured Party’s security interest in the Collateral shall be governed by the provisions and priorities of this Section 8 12 and that all of such Secured Party’s rights and benefits hereunder shall be shared ratably as provided in this Section 812. Each Secured Party agrees not to accept any Collateral Proceeds from the Debtor, any other Secured Party, or anyone else other than as provided by this Security Agreement. Each Secured Party agrees not to take any action to collect on the Obligations or take any action as to the Collateral other than as provided in this Security Agreement. Pending reimbursement by Debtor pursuant to the Agreements or if Debtor shall fail to reimburse any Secured Party pursuant to any of the Agreements, each Secured Party shall share all costs and expenses incurred by the Secured Party in connection with the documentation of each of the Obligations and the collection and enforcement of each of the Agreements and this Security Agreement ratably (according to the proportion of (i) the amount of obligations owed to a Secured Party under the Agreements to (ii) the aggregate amounts of obligations owed to the Secured Party under the Agreements) and in pari passu. No Secured Party shall be obligated to marshal any assets of the Debtor or any other person in which it has a lien or security interest before enforcing its rights against any of the Collateral.