No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement. (b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 7 contracts
Samples: Credit Agreement (Blue Buffalo Pet Products, Inc.), Credit Agreement (Campbell Alliance Group Inc), First Lien Credit Agreement (TransFirst Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 6 contracts
Samples: Credit Agreement, Credit Agreement (Quintiles IMS Holdings, Inc.), Credit Agreement (Bloomin' Brands, Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 6 contracts
Samples: Credit Agreement (Cedar Fair L P), Amendment Agreement (MPBP Holdings, Inc.), Credit Agreement (Lamar Media Corp/De)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 5 contracts
Samples: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (Cbre Group, Inc.), Amendment and Restatement Agreement (Cbre Group, Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral AgentApplicable Authorized Representative, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral AgentApplicable Authorized Representative, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentApplicable Authorized Representative, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 5 contracts
Samples: Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.), Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representatives nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.022.03, it neither such Authorized Representatives nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representatives nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or such other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Collateral Agent, any Authorized Representative or any of the Controlling Collateral Agent or any other First-Lien its Related Secured Party Parties to enforce this Agreement.
(b) . Each First-Lien Authorized Representative, on behalf of itself and its Related Secured Party hereby Parties, agrees that if it such Authorized Representative or any of its Related Secured Parties shall at any time obtain possession of any Shared Collateral or shall realize receive any proceeds or payment in respect Proceeds (other than as a result of any such Shared Collateral, application of Proceeds pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreementSection 2.01(b), ) at any time prior to the Discharge of First Lien Obligations of each of the First-Lien Obligationsother Class, then it shall hold (i) such Shared Collateral, proceeds Authorized Representative or payment in trust for the other First-Lien its Related Secured Parties and promptly transfer such Shared Collateral, proceeds or paymentParty, as the case may be, shall promptly inform each Authorized Representative thereof, (ii) such Authorized Representative or its Related Secured Party shall hold such Shared Collateral or Proceeds in trust for the benefit of the Secured Parties of any Class entitled thereto pursuant to Section 2.01(b) and (iii) such Authorized Representative or its Related Secured Party shall promptly transfer such Shared Collateral or Proceeds to the Controlling Collateral Agent, to be distributed for distribution in accordance with the provisions of Section 2.01 hereof2.01(b).
Appears in 4 contracts
Samples: Credit Agreement (Healthsouth Corp), Credit Agreement (Healthsouth Corp), Credit Agreement (Healthsouth Corp)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Priority Secured Party from challenging or questioning the validity or enforceability of any First-Priority Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 4 contracts
Samples: First Lien/First Lien Intercreditor Agreement (ADT, Inc.), First Lien Credit Agreement (ADT, Inc.), First Lien/First Lien Intercreditor Agreement (ADT, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that that, if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 4 contracts
Samples: Indenture (Momentive Performance Materials Inc.), First Lien Intercreditor Agreement (Momentive Performance Materials Inc.), Credit Agreement (Momentive Performance Materials Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 4 contracts
Samples: Credit Agreement (Virtu Financial, Inc.), Credit Agreement (Virtu Financial, Inc.), Credit Agreement (Endurance International Group Holdings, Inc.)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral AgentAuthorized Representative, (iiiii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iviii) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral AgentAuthorized Representative, any Applicable other Authorized Representative Representatives or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representatives or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 4 contracts
Samples: Term Loan Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral AgentAuthorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any other intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral AgentAuthorized Representative, any Applicable other Authorized Representative Representatives or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representatives or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentAuthorized Representative, to be distributed by the Controlling Authorized Representative in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 3 contracts
Samples: Credit Agreement (Ugi Corp /Pa/), Term Loan Credit Agreement (Fuller H B Co), Credit Agreement (Fuller H B Co)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 3 contracts
Samples: Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.), Credit Agreement (SMART Global Holdings, Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement or the ABL Intercreditor Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to the ABL Intercreditor Agreement or any other intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to the ABL Intercreditor Agreement or any other intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Houghton Mifflin Harcourt Co), First Lien Intercreditor Agreement (Clear Channel Outdoor Holdings, Inc.), First Lien Intercreditor Agreement
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral AgentAuthorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral AgentAuthorized Representative, any Applicable other Authorized Representative Representatives or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representatives or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentAuthorized Representative, to be distributed by the Controlling Authorized Representative in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 3 contracts
Samples: Revolving Credit Agreement (CF Industries Holdings, Inc.), First Lien/First Lien Intercreditor Agreement (CF Industries Holdings, Inc.), Revolving Credit Agreement (CF Industries Holdings, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Shared Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-First Lien Secured Parties having a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 3 contracts
Samples: First Lien Intercreditor Agreement (DISH Network CORP), Indenture (DISH Network CORP), Indenture Agreement (DISH Network CORP)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or any other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law Applicable Law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 3 contracts
Samples: Credit Agreement (Snap One Holdings Corp.), First Lien Credit Agreement (Grocery Outlet Holding Corp.), Second Lien Credit Agreement (Grocery Outlet Holding Corp.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfereinterfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or any other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Credit Agreement (Altice USA, Inc.), Credit Agreement (CSC Holdings LLC)
No Interference; Payment Over. (a) Each FirstPari Passu-Lien Secured Party agrees that (i) it will not challenge or question or support any other Person or entity in any proceeding the validity or enforceability of any FirstPari Passu-Lien Obligations of any Series or any FirstPari Passu-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any FirstPari Passu-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other FirstPari Passu-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other FirstPari Passu-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other FirstPari Passu-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other FirstPari Passu-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other FirstPari Passu-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral Shared Collateral, and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other FirstPari Passu-Lien Secured Party to enforce this Agreement.
(b) Each FirstPari Passu-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any FirstPari Passu-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the FirstPari Passu-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other FirstPari Passu-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Supplemental Indenture (Centrus Energy Corp), Pari Passu Lien Intercreditor Agreement (Centrus Energy Corp)
No Interference; Payment Over. Subject to Section 1.03, (a) Each First-Lien each of the Pari Passu Secured Party Parties agrees that (i) it will not challenge (and hereby waives any right to) challenge, question or question contest, or support any other Person in challenging, questioning or contesting, in any proceeding (including any Insolvency or Liquidation Proceeding) (x) the perfection, priority, validity, attachment or enforceability any Lien held by or on behalf of any of the Pari Passu Secured Parties in all or any part of the Collateral, (y) the validity or enforceability of any First-Lien Pari Passu Obligations of any Series or any First-Lien Pari Passu Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or (z) the validity or enforceability of the priorities, rights or duties established by by, or any other provisions of provision of, this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Passu Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representative or any other First-Lien Pari Passu Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Indenture (Oppenheimer Holdings Inc), Indenture (Merge Healthcare Inc)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcyInsolvency or Liquidation Proceeding, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Applicable Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 2 contracts
Samples: Credit Agreement (Wyndham Destinations, Inc.), Credit Agreement (Wyndham Destinations, Inc.)
No Interference; Payment Over. (a) Each First-Lien Equal Priority Secured Party agrees that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-Lien Equal Priority Obligations of any Series or any First-Lien Equal Priority Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Equal Priority Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Bankruptcy Case or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Equal Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-Lien Equal Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Agent or other First-Lien Equal Priority Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Equal Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Equal Priority Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Equal Priority Security Document or by the exercise of any rights available to it under applicable law or in any Bankruptcy Case or Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Equal Priority Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Equal Priority Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, Agent to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Equal Priority Intercreditor Agreement (Velocity Financial, Inc.), Equal Priority Intercreditor Agreement (Ww International, Inc.)
No Interference; Payment Over. Subject to Section 1.03, (a) Each First-Lien each of the Pari Passu Secured Party Parties agrees that (i) it will not challenge (and hereby waives any right to) challenge, question or question contest, or support any other Person in challenging, questioning or contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), (x) the perfection, priority, validity, attachment or enforceability of any Lien held by or on behalf of any of the Pari Passu Secured Parties in all or any part of the Collateral, (y) the validity or enforceability of any First-Lien Pari Passu Obligations of any Series or any First-Lien Pari Passu Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or (z) the validity or enforceability of the priorities, rights or duties established by by, or any other provisions of provision of, this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Passu Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representative or any other First-Lien Pari Passu Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Indenture (Oppenheimer Holdings Inc), Indenture (Oppenheimer Holdings Inc)
No Interference; Payment Over. (a) Each First-Lien Loan and Notes Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Loan and Notes Obligations of any Series or any First-Lien Loan and Notes Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Loan and Notes Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Joint Collateral Agent, (iii) except as provided in Section 2.024.04(d), it shall have no right to (A) direct the Controlling Joint Collateral Agent or any other First-Lien Loan and Notes Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien unless such Loan and Notes Secured Party of any right, remedy or power with respect to any Shared Collateralis the Applicable Authorized Representative, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Joint Collateral Agent or any other First-Lien Loan and Notes Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Joint Collateral Agent, any Applicable Authorized Representative or any other First-Lien Loan and Notes Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Joint Collateral Agent, such Applicable Authorized Representative or other First-Lien Loan and Notes Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Joint Collateral Agent or any other First-Lien Loan and Notes Secured Party to enforce this AgreementAgreement or the right to take action permitted by Section 4.04(d).
(b) Each First-Lien Loan and Notes Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Loan and Notes Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Loan and Notes Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Loan and Notes Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Joint Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 4.01 hereof.
Appears in 2 contracts
Samples: Collateral Agency and Intercreditor Agreement (Zayo Group LLC), Collateral Agency and Intercreditor Agreement (American Fiber Systems, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement (Hexion Inc.), First Lien Intercreditor Agreement (Momentive Specialty Chemicals Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.022.03, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Shared Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Focus Financial Partners Inc.), First Lien Credit Agreement (Focus Financial Partners Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code, (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Authorized Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Authorized Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Authorized Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Authorized Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral AgentAgents, any Applicable Authorized Representative Collateral Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Authorized Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Agents or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Authorized Collateral Agent, to be distributed by the Authorized Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
(c) In furtherance of the foregoing, no Grantor shall, nor shall any Grantor permit any Subsidiary to, grant or permit or suffer to exist any Lien on any asset or property to secure any Series of First Lien Obligations unless it has granted a Lien on such asset or property to secure each other Series of First Lien Obligations; provided that, in the event that the Company becomes subject to Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended, to the extent necessary and for so long as required for a Subsidiary of the Company not to be subject to the requirement to file separate financial statements with the Securities and Exchange Commission (or any other governmental agency), the Capital Stock of any Subsidiary of the Company shall not be included in the Common Collateral with respect to the Notes or any Additional First Lien Obligations constituting debt securities; provided further that, if the foregoing proviso results in the release of any Lien securing the Notes Obligations, the Company shall notify the Notes Collateral Agent of such release in writing.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement, First Lien Intercreditor Agreement (Toys R Us Inc)
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representative nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.022.03, it neither such Authorized Representative nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) to consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representative nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or such other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement and the ABL/Bond Intercreditor Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Authorized Representative or any of its Related Secured Party Parties to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Indenture (BMC Stock Holdings, Inc.), Indenture (Builders FirstSource, Inc.)
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representative nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.022.03, it neither such Authorized Representative nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) to consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representative nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, Agent or such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement and the ABL/Bond Intercreditor Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representative or any other First-Lien of its Related Secured Party Parties to enforce this Agreement.
(b) Each First-Lien Authorized Representative, on behalf of itself and its Related Secured Party hereby Parties, agrees that if it such Authorized Representative or any of its Related Secured Parties shall at any time obtain possession of any Shared Collateral or shall realize receive any proceeds Proceeds or payment in respect thereof (other than as a result of any such Shared Collateralapplication of Proceeds pursuant to Section 2.01(b)), in each case, pursuant to any First-the applicable Pari Passu Lien Security Document Documents or by as a result of the exercise enforcement of any rights available to it under applicable law or in any Insolvency bankruptcy, insolvency, or Liquidation Proceeding similar proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement)remedies, at any time prior to the Discharge of Pari Passu Lien Obligations of each of the First-Lien Obligationsother Class, then it shall hold (i) such Shared Collateral, proceeds Authorized Representative or payment in trust for the other First-Lien its Related Secured Parties and promptly transfer such Shared Collateral, proceeds or paymentParty, as the case may be, shall promptly inform each Authorized Representative thereof, (ii) such Authorized Representative or its Related Secured Party shall hold such Shared Collateral or Proceeds in trust for the benefit of the Secured Parties of any Class entitled thereto pursuant to Section 2.01(b) and (iii) such Authorized Representative or its Related Secured Party shall promptly transfer such Shared Collateral or Proceeds to the Controlling Collateral Agent, to be distributed for distribution in accordance with the provisions of Section 2.01 hereof2.01(b).
Appears in 2 contracts
Samples: Indenture (MICROSTRATEGY Inc), Indenture (CPI Card Group Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Claros Mortgage Trust, Inc.), Term Loan Credit Agreement (Claros Mortgage Trust, Inc.)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Priority Secured Party from challenging or questioning the validity or enforceability of any First-Priority Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or any other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentApplicable Authorized Representative, to be distributed by the Applicable Authorized Representative in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 2 contracts
Samples: First Lien Credit Agreement (DS Services of America, Inc.), Credit Agreement (Sprouts Farmers Markets, LLC)
No Interference; Payment Over. (a) Each First-First Lien Secured Party (by accepting the benefits of this Agreement) agrees that (i) it will not challenge or question or support any other Person in challenging or questioning, in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code, (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party (by accepting the benefits of this Agreement) hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreementagreement ), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties having a security interest in the Shared Collateral and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentApplicable Authorized Representative, to be distributed by the Applicable Authorized Representative in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Credit Agreement (OUTFRONT Media Inc.), Credit Agreement (Outfront Media Minnesota LLC)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral Intercreditor Agent, (iii) except as provided in Section 2.02the case of the Controlling Secured Parties pursuant to an Act of Required Debtholders, it shall have no right to (A) direct the Controlling Collateral Intercreditor Agent or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Intercreditor Agent or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Intercreditor Agent or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Intercreditor Agent or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Intercreditor Agent or any other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Intercreditor Agent or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Intercreditor Agent, to be distributed by the Intercreditor Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 2 contracts
Samples: Credit Agreement (Open Text Corp), Credit Agreement (Open Text Corp)
No Interference; Payment Over. (a) Each First-Lien Pari Secured Party agrees that (i) it will not challenge or question (or support any other Person in challenging or questioning) in any proceeding the validity or enforceability of any First-Lien Pari Obligations of any Series or any First-Lien Pari Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.022.03, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Pari Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Pari Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Pari Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Pari Secured Party to enforce this Agreement.
(b) Each First-Lien Pari Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Pari Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Pari Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-Lien Pari Secured Parties and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.)
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representative nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.022.03, it neither such Authorized Representative nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) to consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representative nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or such other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Authorized Representative or any of its Related Secured Party Parties to enforce this Agreement.
(b) Each First-Lien Authorized Representative, on behalf of itself and its Related Secured Party hereby Parties, agrees that if it such Authorized Representative or any of its Related Secured Parties shall at any time obtain possession of any Shared Collateral or shall realize receive any proceeds or payment in respect Proceeds (other than as a result of any such Shared Collateral, application of Proceeds pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreementSection 2.01(b), ) at any time prior to the Discharge of First Lien Obligations of each of the First-Lien Obligationsother Class, then it shall hold (i) such Shared Collateral, proceeds Authorized Representative or payment in trust for the other First-Lien its Related Secured Parties and promptly transfer such Shared Collateral, proceeds or paymentParty, as the case may be, shall promptly inform each Authorized Representative thereof, (ii) such Authorized Representative or its Related Secured Party shall hold such Shared Collateral or Proceeds in trust for the benefit of the Secured Parties of any Class entitled thereto pursuant to Section 2.01(b) and (iii) such Authorized Representative or its Related Secured Party shall promptly transfer such Shared Collateral or Proceeds to the Controlling Collateral Agent, to be distributed for distribution in accordance with the provisions of Section 2.01 hereof2.01(b).
Appears in 2 contracts
Samples: Indenture (Diamond Resorts Parent, LLC), Intercreditor Agreement (Credit Acceptance Corp)
No Interference; Payment Over. (a) Each Non-Controlling First-Lien Secured Party Party, Non-Controlling First-Lien Representative and Non-Controlling First-Lien Collateral Agent agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Priority Lien Obligations of any Series or any First-Priority Lien Obligations Security Document or the validity, attachment, perfection or priority of any Lien under any First-Priority Lien Obligations Security Document Documents or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the First-Lien Revolving Facility Collateral Agent, any First-Lien Revolving Facility Secured Party, the Notes Collateral Agent, any First-Lien Note Secured Party, any Other First-Priority Lien Obligations Collateral Agent or any Other First-Priority Lien Obligations Secured Party to enforce this Agreement, (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Authorized First-Lien Collateral AgentAgent or any First-Priority Lien Obligations Secured Parties or Applicable First-Lien Representative acting on their behalf, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other Authorized First-Lien Secured Party Collateral Agent, any Applicable First-Lien Representative or any holder of First-Priority Lien Obligations to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Authorized First-Lien Collateral Agent Agent, any Applicable First-Lien Representative or any other First-Priority Lien Obligations Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other Authorized First-Lien Collateral Agent, any Applicable First-Lien Representative or other Controlling First-Priority Lien Obligations Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Authorized First-Lien Collateral Agent, any Applicable Authorized First-Lien Representative or any other Controlling First-Priority Lien Obligations Secured Party shall be liable for for, any action taken or omitted to be taken by the Controlling such Authorized First-Lien Collateral Agent, such Applicable Authorized First-Lien Representative or other Controlling First-Priority Lien Obligations Secured Party with respect to any Shared Collateral in accordance with the provisions of this AgreementCollateral, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling First-Lien Revolving Facility Collateral Agent, the First-Lien Revolving Facility Secured Parties, the Notes Collateral Agent, the First-Lien Note Secured Parties, any Other First-Priority Lien Obligations Collateral Agent or any other Other First-Priority Lien Obligations Secured Party Parties to enforce this Agreement.
(b) Each The Non-Controlling First-Lien Representative, Non-Controlling First-Lien Collateral Agent and each other Non-Controlling First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Priority Lien Obligations Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency bankruptcy, insolvency or Liquidation Proceeding similar proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement)remedies, at any time prior to the Discharge of each of the First-Priority Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Priority Lien Obligations Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable First-Lien Representative or the Authorized First-Lien Collateral Agent, in each case to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: First Priority Intercreditor Agreement (Verso Quinnesec REP Holding Inc.), Indenture (Verso Paper Corp.)
No Interference; Payment Over. (a) Each First-Lien Pari Term Loan Debt Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-Lien Pari Term Loan Debt Obligations of any Series or any First-Lien Pari Term Loan Debt Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Term Loan Debt Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Pari Term Loan Debt Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Pari Term Loan Debt Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Pari Term Loan Debt Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Term Loan Debt Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Term Loan Debt Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Pari Term Loan Debt Secured Party to enforce this Agreement.
(b) Each First-Lien Pari Term Loan Debt Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Pari Term Loan Debt Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement, other than this Agreement), at any time prior to the Discharge of each of the First-Lien Pari Term Loan Debt Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Pari Term Loan Debt Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 2 contracts
Samples: Credit Agreement (Jo-Ann Stores Holdings Inc.), Credit Agreement (Nexeo Solutions Finance Corp)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity validity, allowability or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 2 contracts
Samples: First Lien Pari Passu Intercreditor Agreement (Sotera Health Co), First Lien Pari Passu Intercreditor Agreement (Sotera Health Topco, Inc.)
No Interference; Payment Over. (a) Each First-Lien Senior Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Senior Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Senior Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Senior Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Senior Collateral Agent or any other First-Lien Senior Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Senior Collateral Agent or any other First-Lien Senior Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Senior Collateral Agent or any other First-Lien Senior Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Senior Collateral Agent, any Applicable Authorized Representative or any other First-Lien Senior Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Senior Collateral Agent, such Applicable Authorized Representative or other First-Lien Senior Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Senior Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Senior Collateral Agent or any other First-Lien Senior Secured Party to enforce this Agreement.
(b) Each First-Lien Senior Secured Party whose Senior Obligations arise under any Senior Facility hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, Collateral pursuant to any First-Lien Security Senior Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), ) at any time prior to the Discharge of each of the First-Lien ObligationsSenior Obligation Payment Date (determined, solely for this purpose, as if such Senior Facility did not exist), then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Senior Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Senior Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 2 contracts
Samples: Senior Lien Intercreditor Agreement, Senior Lien Intercreditor Agreement (Rite Aid Corp)
No Interference; Payment Over. (a) Each First-Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party agrees Party, that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party hereby agrees that Party, that, other than pursuant to the terms of this Agreement, if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared CollateralProceeds, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared CollateralCollateral or Proceeds, proceeds or payment as the case may be, in trust for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Collateral or paymentProceeds, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement (ORBCOMM Inc.), Senior Secured Revolving Credit Agreement (ORBCOMM Inc.)
No Interference; Payment Over. (a) Each First-Second Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Second Lien Obligations of any Series or any First-Second Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Second Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.022.03, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Second Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Second Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Second Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Second Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Shared Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Second Lien Secured Party to enforce this Agreement.
(b) Each First-Second Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Second Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Second Lien Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-Second Lien Secured Parties having a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Focus Financial Partners Inc.), Second Lien Credit Agreement (Focus Financial Partners Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust and as agent, for purposes of Swedish law only, for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral AgentApplicable Authorized Representative, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement, First Lien Intercreditor Agreement (Concordia International Corp.)
No Interference; Payment Over. (a) Each First-Second Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Second Lien Obligations of any Series or any First-Second Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Second Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided, that nothing in this Agreement shall be construed to prevent or impair the rights of any Second Lien Secured Party from challenging or questioning the validity or enforceability of any Second Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-Second Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-Second Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Second Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Second Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-Second Lien Secured Party to enforce this Agreement.
(b) Each First-Second Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Second Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Second Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Second Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentApplicable Authorized Representative, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Indenture (Cloud Peak Energy Inc.), Indenture (Sequatchie Valley Coal Corp)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Applicable Collateral Agent (acting on the instructions of the Controlling Collateral AgentSecured Parties), (iii) except as provided in Section 2.02, it shall have no right to (A) exercise, or direct the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Credit Agreement (Iac/Interactivecorp), Credit Agreement (Match Group, Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentAgent in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Bloomin' Brands, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Credit Agreement (Cable One, Inc.), Credit Agreement (PRA Health Sciences, Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 2 contracts
Samples: Restatement Agreement (Virtu Financial, Inc.), Credit Agreement (Endurance International Group Holdings, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for (or, if not possible under applicable law, for the benefit of) the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement, First Lien Intercreditor Agreement (Nielsen CO B.V.)
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representative nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.022.03, it neither such Authorized Representative nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) to consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representative nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or such other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Authorized Representative or any of its Related Secured Party Parties to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Indenture (United States Steel Corp), Indenture (United States Steel Corp)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided provided, that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Agents or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfereinterfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or any other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement, First Lien Intercreditor Agreement (Community Health Systems Inc)
No Interference; Payment Over. (a) Each First-Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party agrees Party, that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Bankruptcy Case or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party hereby agrees Party, that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral AgentApplicable Authorized Representative, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: First Lien Intercreditor Agreement (Cco Holdings LLC), First Lien Intercreditor Agreement (Cco Holdings LLC)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Bankruptcy Case or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Endeavor Group Holdings, Inc.), First Lien Credit Agreement (Endeavor Group Holdings, Inc.)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity validity, allowability or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Post Holdings, Inc.), First Lien Credit Agreement (Post Holdings, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) exercise, or direct the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement, other than this Agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties having a security interest in such Shared Collateral, and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 2 contracts
Samples: Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.)
No Interference; Payment Over. (a) Each First-Lien Xxxx Xxxx Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Xxxx Xxxx Obligations of any Series or any First-Lien Xxxx Xxxx Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Xxxx Xxxx Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Xxxx Xxxx Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Xxxx Xxxx Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Xxxx Xxxx Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Xxxx Xxxx Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Xxxx Xxxx Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Xxxx Xxxx Secured Party to enforce this Agreement.
(b) Each First-Lien Xxxx Xxxx Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Xxxx Xxxx Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Xxxx Xxxx Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Xxxx Xxxx Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (TMS International Corp.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 2 contracts
Samples: Credit Agreement (Nuvei Corp), First Lien Credit Agreement (Liberty Global PLC)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party Authorized Representative to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (CAESARS ENTERTAINMENT Corp)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.022.03, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Shared Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-First Lien Secured Parties having a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (Academy Sports & Outdoors, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representative or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreementagreement (including the ABL Intercreditor Agreement)), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Samples: Indenture (RR Donnelley & Sons Co)
No Interference; Payment Over. (a) Each First-Senior Lien Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-Senior Lien Obligations of any Series or any First-Senior Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Senior Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-Senior Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to the Senior/Junior Intercreditor Agreement, the ABL Intercreditor Agreement or any other intercreditor agreementagreement with respect to any Shared Collateral) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-Senior Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Senior Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Senior Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Senior Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-Senior Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Samples: Senior Lien Term Loan Credit Agreement (Forterra, Inc.)
No Interference; Payment Over. (a) Each First-Lien Pari Debt Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity validity, allowability or enforceability of any First-Lien Pari Debt Obligations of any Series or any First-Lien Pari Debt Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Debt Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Pari Debt Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Pari Debt Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Pari Debt Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Debt Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Debt Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Pari Debt Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Pari Secured Party agrees that (i) it will not challenge or question question, or support any other Person in challenging or questioning, in any proceeding the validity or enforceability of any First-Lien Pari Obligations of any Series or any First-Lien Pari Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.022.03, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Pari Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Pari Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Pari Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Pari Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Secured Party Debtholder agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations Secured Debt of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentAgent effected in accordance with the terms of this Agreement, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party Debtholder to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party Debtholder of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party Debtholder (in each case, in connection with any actions taken or omitted to be taken in accordance with the terms of this Agreement) seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and (v) none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-Lien Secured Party Debtholder shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, Agent or such Applicable Authorized Representative or other First-Lien Secured Party Debtholder with respect to any Shared Collateral in accordance with the provisions of this Agreement, (vvi) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vivii) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party Debtholder to enforce this Agreement.
(b) Each First-Lien Secured Party Debtholder hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien ObligationsSecured Debt, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties Debtholders and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Pari Passu Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Pari Passu Obligations of any Series or any First-Lien Pari Passu Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Passu Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Passu Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.)
No Interference; Payment Over. (a) Each First-Lien Pari Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Pari Obligations of any Series or any First-Lien Pari Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.022.03, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Pari Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to the ABL Intercreditor Agreement or any other intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Pari Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Pari Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Pari Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party Authorized Representative to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Priority Secured Party from challenging or questioning the validity or enforceability of any First-Priority Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code (or any similar provision of any other applicable Bankruptcy Law), (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcyInsolvency or Liquidation Proceeding, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Agents or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds Proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed by the Applicable Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 1 contract
Samples: Credit Agreement (Gannett Co., Inc.)
No Interference; Payment Over. (ai) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representatives nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.022.03, it neither such Authorized Representatives nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representatives nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or such other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Collateral Agent, any Authorized Representative or any of the Controlling Collateral Agent or any other First-Lien its Related Secured Party Parties to enforce this Agreement.
(bii) Each First-Lien Authorized Representative, on behalf of itself and its Related Secured Party hereby Parties, agrees that if it such Authorized Representative or any of its Related Secured Parties shall at any time obtain possession of any Shared Collateral or shall realize receive any proceeds or payment in respect Proceeds (other than as a result of any such Shared Collateral, application of Proceeds pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreementSection 2.01(b), ) at any time prior to the Discharge of First Lien Obligations of each of the First-Lien Obligationsother Class, then it shall hold (i) such Shared Collateral, proceeds Authorized Representative or payment in trust for the other First-Lien its Related Secured Parties and promptly transfer such Shared Collateral, proceeds or paymentParty, as the case may be, shall promptly inform each Authorized Representative thereof, (ii) such Authorized Representative or its Related Secured Party shall hold such Shared Collateral or Proceeds in trust for the benefit of the Secured Parties of any Class entitled thereto pursuant to Section 2.01(b) and (iii) such Authorized Representative or its Related Secured Party shall promptly transfer such Shared Collateral or Proceeds to the Controlling Collateral Agent, to be distributed for distribution in accordance with the provisions of Section 2.01 hereof2.01(b).
Appears in 1 contract
Samples: Credit Agreement (Healthsouth Corp)
No Interference; Payment Over. (a) Each Subject to the last sentence of Section 1.03, each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment segregated and in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral AgentAgent in the same form as received, together with any necessary endorsements, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Senior Lien Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-Senior Lien Obligations of any Series or any First-Senior Lien Security Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Senior Lien Security Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-Senior Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any Senior/Junior Intercreditor Agreement, or any other intercreditor agreementagreement with respect to any Shared Collateral) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-Senior Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Senior Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Controlling Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Controlling Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Controlling Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Samples: Credit Agreement (Herbalife Ltd.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 1 contract
Samples: Amendment Agreement (Hexion Specialty Chemicals, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the allowability of any claims asserted with respect thereto, or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Samples: Credit Agreement (Amc Entertainment Holdings, Inc.)
No Interference; Payment Over. (a) Each First-Second Lien Secured Party agrees that (i) it will not (and hereby waives any right to) challenge or question in any proceeding the validity or enforceability of any First-Second Lien Obligations of any Series or any First-Second Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Second Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Second Lien Secured Party from challenging or questioning the validity or enforceability of any Second Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Second Lien Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Second Lien Agent or any other First-Second Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Second Lien Agent or any other First-Second Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Second Lien Agent or any other First-Second Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Second Lien Agent, any Applicable Authorized Representative or any other First-Second Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Second Lien Agent, such Applicable Authorized Representative or other First-Second Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Second Lien Agent or any other First-Second Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First Lien Secured Party from challenging or questioning the validity or enforceability of any First Lien Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition Disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or any other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Samples: Credit Agreement (MultiPlan Corp)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Secured Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling any Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling any Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling any Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling any Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling any Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling such Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.04.
(c) Each Second-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any Second-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time after the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other Second-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the applicable Second-Lien Collateral Agent, to be distributed in accordance with the provisions of Section 2.04.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, Agent or such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 1 contract
Samples: Pari Passu Intercreditor Agreement
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representative nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfereinterfere with, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agentother Authorized Representative, (iiiii) except as provided in Section 2.02, it neither such Authorized Representative nor its Related Secured Parties shall have no any right to (A) direct the Controlling Collateral Agent other Authorized Representative or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent other Authorized Representative or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representative nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent other Authorized Representative or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable no Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or such other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representative or any other First-Lien of its Related Secured Party Parties to enforce this Agreement.
(b) Each First-Lien Authorized Representative, on behalf of itself and its Related Secured Party hereby Parties, agrees that if it such Authorized Representative or any of its Related Secured Parties shall at any time obtain possession of any Shared Collateral or shall realize receive any proceeds or payment in respect Proceeds (other than as a result of any such Shared Collateral, application of Proceeds pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreementSection 2.01(b), ) at any time prior to the Discharge of each the Obligations of the First-Lien Obligationsother Class, then it shall hold (i) such Shared Collateral, proceeds Authorized Representative or payment in trust for the other First-Lien its Related Secured Parties and promptly transfer such Shared Collateral, proceeds or paymentParty, as the case may be, shall promptly inform the other Authorized Representative thereof, (ii) such Authorized Representative or its Related Secured Party shall hold such Shared Collateral or Proceeds in trust for the benefit of the Secured Parties of each Class entitled thereto pursuant to Section 2.01(b), (iii) with respect to any such Shared Collateral, if in the possession of an Authorized Representative, such Authorized Representative shall comply with Section 2.10, and if in the possession of any other Secured Party, such Secured Party shall transfer such Shared Collateral to the Controlling Credit Agreement Collateral Agent, (iv) such Related Secured Party shall promptly transfer any such Proceeds to be distributed its respective Authorized Representative for distribution in accordance with the provisions of Section 2.01 hereof2.01(b) and (v) such Authorized Representative shall promptly transfer any such Proceeds in accordance with Section 2.01(b).
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Pari Secured Party agrees that (i) it will not challenge or question (or support any other Person in challenging or questioning) in any proceeding the validity or enforceability of any First-Lien Pari Obligations of any Series or any First-Lien Pari Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.022.03, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Pari Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Pari Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Pari Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Pari Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Priority Secured Party from challenging or questioning the validity or enforceability of any First-Priority Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code (or any similar provision of any other applicable Bankruptcy Law); (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcyInsolvency or Liquidation Proceeding, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Samples: First Lien Credit Agreement (Cec Entertainment Inc)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by by, or with the consent of, the Controlling Collateral AgentAuthorized Representative, (iiiii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iviii) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Authorized Representative or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral AgentAuthorized Representative, any Applicable other Authorized Representative Representatives or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Authorized Representatives or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentAuthorized Representative, to be distributed by the Controlling Authorized Representative in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 1 contract
Samples: First Lien/First Lien Intercreditor Agreement (Coty Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling such Applicable Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement, other than this Agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (Mohegan Tribal Gaming Authority)
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attemptat- 31447054_4 NEWYORK 8660761 (2K) tempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Senior Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) exercise, or direct the Controlling Applicable Collateral Agent or any other First-Lien Senior Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Senior Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Senior Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Senior Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Senior Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Senior Secured Party to enforce this Agreement.
(b) Each First-Lien Senior Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement, other than this Agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Senior Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party agrees Party, that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding pro- ceeding the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Bankruptcy Case or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to to, or object to, the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party represented by the Controlling Collateral Agent of any right, remedy or power with respect to any Shared Collateral, (iviii) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Secured Party represented by the Controlling Collateral Agent seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and shall not otherwise contest, protest or object to any action taken, or any forbearance by, the Controlling Collateral Agent or any First-Lien Secured Party represented by the Controlling Collateral Agent and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Pari Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Pari Obligations of any Series or any First-Lien Pari Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.022.03, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Pari Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Pari Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Pari Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Pari Secured Party to enforce this Agreement.
(b) Each First-Lien Pari Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Pari Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Pari Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-Lien Pari Secured Parties and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereofhereof and the First Lien/Second Lien Intercreditor Agreement.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.)
No Interference; Payment Over. (a) Each First-Lien Pari Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Pari Obligations of any Series or any First-Lien Pari Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the any Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.022.03, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Pari Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by by, or object to the forbearance of exercise by, the Controlling Collateral Agent or any other First-Lien Pari Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Pari Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Pari Secured Party to enforce this Agreement.
(b) Each First-Lien Pari Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds Proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Pari Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Pari Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-Lien Pari Secured Parties and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Samples: First Lien Credit Agreement (Hayward Holdings, Inc.)
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Applicable Authorized Representative or Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Applicable Authorized Representative, Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Applicable Authorized Representative, Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Applicable Authorized Representative, Controlling Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any First Lien/Second Lien Intercreditor Agreement, the ABL Intercreditor Agreement or any other intercreditor agreementagreement with respect to any Shared Collateral) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Controlling Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Controlling Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Foundation Building Materials, Inc.)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Priority Secured Party from challenging or questioning the validity or enforceability of any First-Priority Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Priority Secured Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled Table of Contents upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed by the Collateral Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 1 contract
Samples: First Lien Credit Agreement (Hospitality Distribution Inc)
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representative nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.022.03, it neither such Authorized Representatives nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representatives nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or such other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of the Collateral Agent, any Authorized Representative or any of the Controlling Collateral Agent or any other First-Lien its Related Secured Party Parties to enforce this Agreement.
(b) Each First-Lien Authorized Representative, on behalf of itself and its Related Secured Party hereby Parties, agrees that if it such Authorized Representative or any of its Related Secured Parties shall at any time obtain possession of any Shared Collateral or shall realize receive any proceeds or payment in respect Proceeds (other than as a result of any such Shared Collateral, application of Proceeds pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreementSection 2.01(b), ) at any time prior to the Discharge of First Lien Obligations of each of the First-Lien Obligationsother Class, then it shall hold (i) such Shared Collateral, proceeds Authorized Representative or payment in trust for the other First-Lien its Related Secured Parties and promptly transfer such Shared Collateral, proceeds or paymentParty, as the case may be, shall promptly inform each Authorized Representative thereof, (ii) such Authorized Representative or its Related Secured Party shall hold such Shared Collateral or Proceeds in trust for the benefit of the Secured Parties of any Class entitled thereto pursuant to Section 2.01(b) and (iii) such Authorized Representative or its Related Secured Party shall promptly transfer such Shared Collateral or Proceeds to the Controlling Collateral Agent, to be distributed for distribution in accordance with the provisions of Section 2.01 hereof2.01(b).
Appears in 1 contract
Samples: First Lien Intercreditor Agreement (American Axle & Manufacturing Holdings Inc)
No Interference; Payment Over. (a) Each First-Lien of the Collateral Agents and Authorized Representatives, for itself and on behalf of the Pari Passu Secured Party Parties of the Series for whom it is acting, agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Pari Passu Obligations of any Series or any First-Lien Pari Passu Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Pari Passu Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Pari Passu Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Pari Passu Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) if not the Controlling Collateral Agent, it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Pari Passu Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-First Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (ivii) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viii) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viiv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-First Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Senior Lien Secured Party agrees that (i) it will not challenge (and shall be deemed to have waived any right to) challenge, contest, or question question, or support any other Person in challenging, contesting, or questioning, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-Senior Lien Obligations of any Series or any First-Senior Lien Security Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Senior Lien Security Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral AgentApplicable Authorized Representative, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent Applicable Authorized Representative or any other First-Senior Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any Senior/Junior Intercreditor Agreement, or any other intercreditor agreementagreement with respect to any Shared Collateral) or (B) consent to the exercise by the Controlling Collateral Agent Applicable Authorized Representative or any other First-Senior Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent Applicable Authorized Representative or any other First-Senior Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Controlling Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or other First-Lien Controlling Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent Applicable Authorized Representative or any other First-Lien Controlling Secured Party to enforce this Agreement.
(b) Each First-Senior Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Senior Lien Security Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any Senior/Junior Intercreditor Agreement or any other intercreditor agreementagreement with respect to any Shared Collateral), at any time prior to the Discharge of each Series of the First-Senior Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Senior Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral AgentApplicable Authorized Representative, to be distributed in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Senior Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Senior Priority Obligations of any Series or any First-Lien Senior Priority Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Senior Priority Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Senior Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Senior Priority Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Senior Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Senior Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Senior Priority Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled marshalled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Senior Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Senior Priority Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Senior Priority Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Senior Priority Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for (or, if not possible under the applicable law, for the benefit of) the other First-Lien Senior Priority Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof2.01.
Appears in 1 contract
No Interference; Payment Over. (a) Each First-Lien Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; , (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Applicable Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative or other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Applicable Collateral Agent or any other First-Lien Secured Party to enforce this Agreement.
(b) Each First-Lien Secured Party hereby agrees that if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other First-Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Samples: Indenture (Chart Industries Inc)
No Interference; Payment Over. (a) Each First-Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party agrees Party, that (i) it will not challenge challenge, or question support any other Person in challenging, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any First-First Lien Obligations of any Series or any First-First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency Insolvency or Liquidation Proceeding or other proceeding any claim against the Controlling Applicable Collateral Agent or any other First-First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Applicable Collateral Agent, any Applicable Authorized Representative Agent or any other First-First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Applicable Collateral Agent, such Applicable Authorized Representative Agent or other First-First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (viv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (viv) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-First Lien Secured Party to enforce this Agreement.
(b) Each First-Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party hereby agrees that Party, that, other than pursuant to the terms of this Agreement, if it shall obtain possession of any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First-First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First-First Lien Obligations, then it shall hold such Shared Collateral, proceeds Proceeds or payment in trust for the other First-First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, proceeds Proceeds or payment, as the case may be, to the Controlling Applicable Collateral Agent, to be distributed in accordance with the provisions of Section 2.01 hereof.
Appears in 1 contract
Samples: Credit Agreement (ChampionX Corp)
No Interference; Payment Over. (a) Each First-Lien Priority Secured Party agrees that (i) it will not challenge or question in any proceeding the validity or enforceability of any First-Lien Priority Obligations of any Series or any First-Lien Security Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Common Collateral by the Controlling Collateral Intercreditor Agent, (iii) except as provided in Section 2.02the case of the Controlling Secured Parties pursuant to an Act of Required Debtholders, it shall have no right to (A) direct the Controlling Collateral Intercreditor Agent or any other First-Lien Priority Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Intercreditor Agent or any other First-Lien Priority Secured 14 Party of any right, remedy or power with respect to any Shared Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Intercreditor Agent or any other First-Lien Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Common Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative Intercreditor Agent or any other First-Lien Priority Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative Intercreditor Agent or any other First-Lien Priority Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Intercreditor Agent or any other First-Lien Priority Secured Party to enforce this Agreement.
(b) Each First-Lien Priority Secured Party hereby agrees that that, if it shall obtain possession of any Shared Common Collateral or shall realize any proceeds or payment in respect of any such Shared Common Collateral, pursuant to any First-Lien Security Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of the First-Lien Priority Obligations, then it shall hold such Shared Common Collateral, proceeds or payment in trust for the other First-Lien Priority Secured Parties and promptly transfer such Shared Common Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Intercreditor Agent, to be distributed by the Intercreditor Agent in accordance with the provisions of Section 2.01 2.01(a) hereof.
Appears in 1 contract
Samples: Credit Agreement
No Interference; Payment Over. (a) Each First-Lien of the Authorized Representatives, for itself and on behalf of its Related Secured Party Parties, agrees that (i) it neither such Authorized Representative nor its Related Secured Parties will not challenge or question in (and each hereby waives any proceeding the validity or enforceability of any First-Lien Obligations of any Series or any First-Lien Security Document or the validity, attachment, perfection or priority of any Lien under any First-Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (iiright to) it will not take or cause to be taken any action the purpose or intent of which is, or could reasonably be expected to be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iiiii) except as provided in Section 2.022.03, it neither such Authorized Representative nor its Related Secured Parties shall have no any right to (A) to direct the Controlling Collateral Agent or any other First-Lien Secured Party to exercise, and shall not exercise, exercise any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) to consent to the exercise by the Controlling Collateral Agent or any other First-Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iviii) it neither such Authorized Representative nor its Related Secured Parties will not (and each hereby waives any right to) institute any suit or proceeding, or assert in any suit, bankruptcy, insolvency suit or other proceeding any claim claim, against the Controlling Collateral Agent or any other First-Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative or any other First-Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative or such other First-Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, and (viv) it neither such Authorized Representative nor its Related Secured Parties will not seek, (and each hereby waives any right, right to) seek to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this AgreementShared Collateral; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Controlling Collateral Agent or any other First-Lien Authorized Representative or any of its Related Secured Party Parties to enforce this Agreement.
(b) Each First-Lien Authorized Representative, on behalf of itself and its Related Secured Party hereby Parties, agrees that if it such Authorized Representative or any of its Related Secured Parties shall at any time obtain possession of any Shared Collateral or shall realize receive any proceeds or payment in respect Proceeds (other than as a result of any such Shared Collateral, application of Proceeds pursuant to any First-Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreementSection 2.01(b), ) at any time prior to the Discharge of Second Lien Obligations of each of the First-Lien Obligationsother Class, then it shall hold (i) such Shared Collateral, proceeds Authorized Representative or payment in trust for the other First-Lien its Related Secured Parties and promptly transfer such Shared Collateral, proceeds or paymentParty, as the case may be, shall promptly inform each Authorized Representative thereof, (ii) such Authorized Representative or its Related Secured Party shall hold such Shared Collateral or Proceeds in trust for the benefit of the Secured Parties of any Class entitled thereto pursuant to Section 2.01(b) and (iii) such Authorized Representative or its Related Secured Party shall promptly transfer such Shared Collateral or Proceeds to the Controlling Collateral Agent, to be distributed for distribution in accordance with the provisions of Section 2.01 hereof2.01(b).
Appears in 1 contract
Samples: Indenture (Rotech Healthcare Inc)
