Common use of No Interference; Payment Over Clause in Contracts

No Interference; Payment Over. (a) Each First Lien Secured Party agrees that (i) 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, (ii) it will not institute in any Bankruptcy Case or other proceeding any claim against the 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 Applicable Authorized Representative or any other First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Applicable Authorized Representative or other First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (iii) 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 (iv) 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 Collateral Agent or any other First Lien Secured Party to enforce this Agreement.

No Interference; Payment Over. (a) Each First Lien Secured Party agrees that (i) it will not challenge, or support any other Person in challenging, in any proceeding (including any Insolvency or Liquidation Proceeding) the validity or enforceability of any Priority Obligations of any Series or any Security Document or the validity, attachment, perfection or priority of any Lien under any 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 Applicable Authorized RepresentativeControlling Collateral Agent, (iiiii) it will not institute in any Bankruptcy Case Insolvency or Liquidation Proceeding or other proceeding any claim against the Applicable Authorized Representative 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 Applicable Authorized Representative Controlling Collateral Agent or any other First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Applicable Authorized Representative Controlling Collateral Agent or other First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (iiiiv) 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 (ivv) 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 Collateral Agent Priority Debt Representative or any other First Lien Secured Party to enforce this Agreement.

No Interference; Payment Over. (a) Each of the First Lien Secured Party Parties agrees that it will not (i) it will not challenge, or support any other Person in challenging, 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) 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 Applicable Authorized RepresentativeControlling Collateral Agent, (iiiii) it will not institute in any Bankruptcy Case or other proceeding any claim against the Applicable Authorized Representative 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 Applicable Authorized Representative Controlling Collateral Agent or any other First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Applicable Authorized Representative Controlling Collateral Agent or other First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of under this Agreement, (iiiiv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral Collateral, and (ivv) 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 Collateral Agent or any other First Lien Secured Party to enforce this AgreementAgreement as to itself.

No Interference; Payment Over. (a) Each First Lien Equal Priority Secured Party agrees that (i) it will not challenge, or support any other Person in challenging, in any proceeding the validity or enforceability of any Equal Priority Obligations of any Series or any Equal Priority Security Document or the validity, attachment, perfection or priority of any Lien under any Equal Priority Security Document or the validity or enforceability of the priorities, rights or duties established by 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 Controlling Authorized Representative, (iiiii) it will not institute in any Bankruptcy Case or other proceeding any claim against the Applicable Controlling Authorized Representative 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 Applicable Controlling Authorized Representative or any other First Lien Equal Priority Secured Party shall be liable for any action taken or omitted to be taken by the Applicable Controlling Authorized Representative or other First Lien Equal Priority Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (iiiiv) 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 (ivv) 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 Collateral Agent Authorized Representative or any other First Lien Equal Priority Secured Party to enforce this Agreement.

No Interference; Payment Over. (a) Each First Lien Secured Party (other than the Collateral Agent) agrees that (i) it will not (and hereby waives any right to) challenge or question in any proceeding the validity or enforceability of any Obligations of any Class or any Loan Document or the validity, attachment, perfection or priority of any Lien under any Loan 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 or other exercise of remedies by the Applicable Authorized RepresentativeCollateral Agent (acting at the direction of the Required Lenders or as otherwise authorized under the Loan Documents), (iiiii) it will not institute any suit or assert in any Bankruptcy Case suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Authorized Representative 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 Applicable Authorized Representative Collateral Agent or any other First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Applicable Authorized Representative Collateral Agent (at the direction of the Required Lenders or other First Lien Secured Party as otherwise authorized under the Loan Documents) with respect to any Shared Collateral in accordance with the provisions of this Agreement, (iii) 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 (iv) 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 Collateral Agent or any other First Lien Secured Party to enforce this AgreementSection 10.24.

No Interference; Payment Over. (a) Each First Lien Secured Party agrees that (i) it will not challenge, or support any other Person in challenging, 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 Applicable Authorized Representative, (iiiii) it will not institute in any Bankruptcy Case Insolvency or Liquidation Proceeding or other proceeding any claim against the 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 Applicable Authorized Representative or any other First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Applicable Authorized Representative or other First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (iiiiv) 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 (ivv) 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 Collateral Agent or any other First Lien Secured Party to enforce this Agreement.

No Interference; Payment Over. (a) Each First Lien Term Loan Secured Party agrees that (i) 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 Applicable Authorized RepresentativeRevolving Credit Facility Collateral Agent, (ii) it will not institute any suit or assert in any Bankruptcy Case suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Authorized Representative Revolving Credit Facility Collateral Agent or any other First Lien Revolving Credit Facility 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 neither the Applicable Authorized Representative or Revolving Credit Facility Collateral Agent nor any other First Lien Revolving Credit Facility Secured Party shall be liable for any action taken or omitted to be taken by the Applicable Authorized Representative Revolving Credit Facility Collateral Agent or any other First Lien Revolving Credit Facility Secured Party with respect to any Shared Common Collateral in accordance with the provisions of this Agreement, (iii) 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 Common Collateral and (iv) 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 Collateral Agent Agents or any other First Lien Pari Passu Secured Party to enforce this Agreement.

No Interference; Payment Over. (a) Each First Lien Secured Party (other than the Collateral Agent) agrees that (i) it will not (and hereby waives any right to) challenge or question in any proceeding the validity or enforceability of any Secured Obligations or any Loan Document or the validity, attachment, perfection or priority of any Lien under any Loan 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 121 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 or other exercise of remedies by the Applicable Authorized Representative, Collateral Agent (iiacting at the direction of the Required Lenders or as otherwise authorized under the Loan Documents); (iii) it will not institute any suit or assert in any Bankruptcy Case suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Authorized Representative 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 Applicable Authorized Representative Collateral Agent or any other First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Applicable Authorized Representative Collateral Agent (at the direction of the Required Lenders or other First Lien Secured Party as otherwise authorized under the Loan Documents) with respect to any Shared Collateral in accordance with the provisions of this Agreement, (iii) 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 (iv) 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 Collateral Agent or any other First Lien Secured Party to enforce this AgreementSection 10.22.

No Interference; Payment Over. (a) Each First Lien Secured Party agrees that (i) 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 RepresentativeControlling Collateral Agent, (ii) it will not institute in any Bankruptcy Case Insolvency or Liquidation Proceeding or other proceeding any claim against the Applicable Authorized Representative 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 Applicable Authorized Representative Controlling Collateral Agent or any other First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Applicable Authorized Representative Controlling Collateral Agent or other First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (iii) 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 (iv) 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 Collateral Agent or any other First Lien Secured Party to enforce this Agreement.