Priority of Claims. If an Event of Default (as defined in the Credit Agreement or any Additional First Lien Document) has occurred and is continuing, and (x) the Controlling Collateral Agent (as defined below) or (subject to the terms of the First Lien Intercreditor Agreement) any First Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral in accordance with the terms of the applicable Secured Credit Documents, (y) any distribution is made in respect of any Shared Collateral in any bankruptcy case of any grantor or (z) any First Lien Secured Party receives any payment pursuant to any other intercreditor agreement (other than the First Lien Intercreditor Agreement) with respect to any Shared Collateral, then, in each case, the proceeds (i) of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party, (ii) received by the Controlling Collateral Agent or any First Lien Secured Party pursuant to any such other intercreditor agreement with respect to such Shared Collateral and (iii) of any such distribution to which the First Lien Obligations are entitled under any intercreditor agreement (other than the First Lien Intercreditor Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), will be applied (i) FIRST, to the payment in full of all amounts then due and owing to the Credit Agreement Collateral Agent and each other collateral agent named in the First Lien Intercreditor Agreement or any joinder agreement thereto (in its capacity as such) in connection with such collection or sale or otherwise in connection with the First Lien Intercreditor Agreement or any other Secured Credit Document, (ii) SECOND, to the payment in full of the First Lien Obligations then due and payable of each series secured by such Shared Collateral on a ratable basis, with such Proceeds to be applied to the First Lien Obligations then due and payable of a given series in accordance with the terms of the applicable Secured Credit Documents and (iii) THIRD, to the applicable Loan Parties or to whomever may be lawfully entitled to receive the same as a court of competent jurisdiction may direct.
Appears in 1 contract
Priority of Claims. If an Event of Default (as defined in the Credit Agreement or any Additional First Lien Document) has occurred and is continuing, and (x) the Controlling Collateral Agent (as defined determined below) or (subject to the terms of the First Lien Intercreditor Agreement) any First Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral in accordance with the terms of the applicable Secured Credit Documents, (y) any distribution is made in respect of any Shared Collateral in any bankruptcy case of any grantor or (z) any First Lien Secured Party receives any payment pursuant to any other intercreditor agreement (other than the First Lien Intercreditor Agreement) with respect to any Shared Collateral, then, in each case, the proceeds (i) of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party, (ii) received by the Controlling Collateral Agent or any First Lien Secured Party pursuant to any such other intercreditor agreement with respect to such Shared Collateral and (iii) of any such distribution to which the First Lien Obligations are entitled under any intercreditor agreement (other than the First Lien Intercreditor Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), will be applied (i) FIRST, to the payment in full of all amounts then due and owing to the Credit Agreement Collateral Administrative Agent and each other administrative or collateral agent named in the First Lien Intercreditor Agreement or any joinder agreement thereto (in its capacity as such) in connection with such collection or sale or otherwise in connection with the First Lien Intercreditor Agreement or any other Secured Credit Document, (ii) SECOND, to the payment in full of the First Lien Obligations then due and payable of each series secured by such Shared Collateral on a ratable basis, with such Proceeds to be applied to the First Lien Obligations then due and payable of a given series in accordance with the terms of the applicable Secured Credit Documents and (iii) THIRD, to the applicable Loan Parties or to whomever may be lawfully entitled to receive the same as a court of competent jurisdiction may directdirect CONTROLLING COLLATERAL AGENT: Until the earlier of (x) the Discharge of Credit Agreement Obligations (to be defined in the First Lien Intercreditor Agreement) and (y) the Non-Controlling Authorized Representative Enforcement Date (as defined below), the Credit Agreement Administrative Agent will be the Controlling Collateral Agent; provided that in the event the outstanding principal amount of the Loans and Commitments (as each such term is defined in the Credit Agreement) shall be less than $150,000,000, such Controlling Collateral Agent shall be determined by the holders of a majority in principal amount of the First Lien Obligations. From and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Additional First Lien Collateral Agent (as defined below) will be the Controlling Collateral Agent. Pursuant to the terms of the First Lien Intercreditor Agreement, only the Controlling Collateral Agent (acting upon the instructions of the Applicable Authorized Representative (as defined below)) will act or refrain from acting with respect to any Shared Collateral. For so long as the Credit Agreement Administrative Agent is the Controlling Collateral Agent, no Additional First Lien Secured Party will or will instruct any collateral agent to, and neither the Additional First Lien Collateral Agent nor any other collateral agent that is not the Controlling Collateral Agent will, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral. Notwithstanding the equal priority of the Liens securing each series of First Lien Obligations, the Controlling Collateral Agent may deal with the Shared Collateral as if such Controlling Collateral Agent had a senior Lien on such Collateral. No Non-Controlling Authorized Representative (as defined below) or Non-Controlling Secured Party (to be defined in the First Lien Intercreditor Agreement) will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party (to be defined in the First Lien Intercreditor Agreement) or any other exercise by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party of any rights and remedies relating to the Shared Collateral, or to cause the Controlling Collateral Agent to do so.
Appears in 1 contract
Priority of Claims. If an Event of Default (as defined in the Credit Agreement or any Additional First Lien Document) has occurred and is continuing, and (x) the Controlling Collateral Agent (as defined below) or (subject to the terms of the First Lien Parity Intercreditor Agreement) any First Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral in accordance with the terms of the applicable Secured Credit Documents, (y) any distribution is made in respect of any Shared Collateral in any bankruptcy case insolvency or Liquidation Proceeding of any grantor (including any adequate protection payments) or (z) any First Lien Secured Party receives any payment pursuant to any other intercreditor agreement (other than the First Lien Parity Intercreditor Agreement) with respect to any Shared Collateral, then, in each case, the proceeds (i) of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party, (ii) of any distribution received by the Controlling Collateral Agent or any First Lien Secured Party pursuant to in any such other intercreditor agreement insolvency or liquidation proceedings case of any grantor with respect to such Shared Collateral and (including any adequate protection payments) (iii) and of any such distribution payment to which the First Lien Obligations are entitled under any intercreditor agreement with respect to the Shared Collateral (other than the First Lien Parity Intercreditor Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such payment or distribution being collectively referred to as “Proceeds”), will be applied (i) FIRST, to the payment in full of all amounts then due and owing to the Credit Agreement Collateral Agent and each other collateral agent named in the First Lien Parity Intercreditor Agreement or any joinder agreement thereto (in its capacity as such) in connection with such collection or sale or otherwise in connection with the First Lien Parity Intercreditor Agreement or any other Secured Credit Document, (ii) SECOND, to the payment in full of the First Lien Obligations then due and payable of each series secured by a valid and perfected lien on such Shared Collateral on a ratable basis, with such Proceeds to be applied to the First Lien Obligations then due and payable of a given series in accordance with the terms of the applicable Secured Credit Documents Documents; provided, that following the commencement of any insolvency or liquidation proceeding with respect to the Borrower or any other grantor, solely as among the First Lien Secured Parties and solely for purposes of this clause SECOND and not any other Secured Credit Documents, in the event the value of the Shared Collateral is not sufficient for the entire amount of post-petition interest on the First Lien Obligations to be allowed under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding, the amount of First Lien Obligations of each series of First Lien Obligations shall include only the maximum amount of post-petition interest on the First Lien Obligations allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding and (iii) THIRD, to the applicable Loan Parties or to whomever may be lawfully entitled to receive the same as a court of competent jurisdiction may direct.
Appears in 1 contract
Priority of Claims. If (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding, and notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior Lien Obligations granted on the Shared Collateral or the existence of any intervening third party Liens and notwithstanding any provisions of the Uniform Commercial Code of any jurisdictions, any applicable real estate laws, or any other circumstance whatsoever (but subject to Section 1.03), if an Event of Default (as defined in the Credit Agreement or any Additional First Lien Document) has occurred and is continuing, and (xi) the Controlling Collateral Agent (as defined below) Applicable Authorized Representative or (subject to the terms of the First Lien Intercreditor Agreement) any First Senior Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral in accordance with the terms of the applicable Secured Credit DocumentsCollateral, (yii) any distribution is made in respect of any Shared Collateral in any bankruptcy case Bankruptcy Case or other Insolvency or Liquidation Proceeding of any grantor Borrowers or any other Grantor or (ziii) any First Senior Lien Secured Party receives any payment pursuant to any Senior/Junior Intercreditor Agreement or any other intercreditor agreement (other than the First Lien Intercreditor this Agreement) with respect to any Shared Collateral, then, in each case, the proceeds (i) of any sale, collection or other liquidation of any such Shared Collateral (including any amount paid under any title insurance policy or any insurance policy or in connection with any condemnation or eminent domain proceeding) by any First Senior Lien Secured Party, (ii) Party or received by the Controlling Collateral Agent Applicable Authorized Representative or any First Senior Lien Secured Party pursuant to any such other intercreditor agreement with respect to such Shared Collateral (including any amount paid under any title insurance policy) and (iii) proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First any Senior Lien Obligations Secured Parties are entitled under any intercreditor agreement (other than the First Lien Intercreditor this Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), will ) shall be applied (i) FIRST, to the payment in full of all amounts then due and owing to the Credit Agreement Collateral Agent and each other collateral agent named in the First Lien Intercreditor Agreement or any joinder agreement thereto (in its capacity as such) in connection with such collection or sale or otherwise in connection with the First Lien Intercreditor Agreement or any other Secured Credit Document, (ii) SECOND, to the payment in full of the First Lien Obligations then due and payable of each series secured by such Shared Collateral on a ratable basis, with such Proceeds to be applied to the First Lien Obligations then due and payable of a given series in accordance with the terms of the applicable Secured Credit Documents and (iii) THIRD, to the applicable Loan Parties or to whomever may be lawfully entitled to receive the same as a court of competent jurisdiction may direct.applied:
Appears in 1 contract
Priority of Claims. If an Event of Default (as defined in the Credit Agreement or any Additional First Lien Document) has occurred and is continuing, and (x) the Controlling Collateral Agent (as defined below) or (subject to the terms of the First Lien Intercreditor Agreement) any First Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral in accordance with the terms of the applicable Secured Credit Documents, (y) any distribution is made in respect of any Shared Collateral in any bankruptcy case of any grantor or (z) any First Lien Secured Party receives any payment pursuant to any other intercreditor agreement (other than the First Lien Intercreditor Agreement) with respect to any Shared Collateral, then, in each case, the proceeds (i) of any sale, collection or other liquidation of any such Shared Collateral by any First Lien Secured Party, (ii) received by the Controlling Collateral Agent or any First Lien Secured Party pursuant to any such other intercreditor agreement with respect to such Shared Collateral and (iii) of any such distribution to which the First Lien Obligations are entitled under any intercreditor agreement (other than the First Lien Intercreditor Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), will be applied (i) FIRST, to the payment in full of all amounts then due and owing to the Credit Agreement Collateral Agent and each other collateral agent named in the First Lien Intercreditor Agreement or any joinder agreement thereto (in its capacity as such) in connection with such collection or sale or otherwise in connection with the First Lien Intercreditor Agreement or any other Secured Credit Document, (ii) SECOND, to the payment in full of the First Lien Obligations then due and payable of each series secured by such Shared Collateral on a ratable basis, with such Proceeds to be applied to the First Lien Obligations then due and payable of a given series in accordance with the terms of the applicable Secured Credit Documents and (iii) THIRD, to the applicable Loan Parties or to whomever may be lawfully entitled to receive the same as a court of competent jurisdiction may direct. CONTROLLING COLLATERAL AGENT: Until the earlier of (x) the Discharge of Credit Agreement Obligations (to be defined in the First Lien Intercreditor Agreement) and (y) the Non-Controlling Authorized Representative Enforcement Date (as defined below), the Credit Agreement Collateral Agent will be the Controlling Collateral Agent; provided that in the event the outstanding principal amount of the Loans and Commitments (as each such term is defined in the Credit Agreement) shall be less than $500,000,000, such Controlling Collateral Agent shall be determined by the holders of a majority in principal amount of the First Lien Obligations. From and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Additional First Lien Collateral Agent (as defined below) will be the Controlling Collateral Agent. Pursuant to the terms of the First Lien Intercreditor Agreement, only the Controlling Collateral Agent (acting upon the instructions of the Applicable Authorized Representative (as defined below)) will act or refrain from acting with respect to any Shared Collateral. For so long as the Credit Agreement Collateral Agent is the Controlling Collateral Agent, no Additional First Lien Secured Party will or will instruct any collateral agent to, and neither the Additional First Lien Collateral Agent nor any other collateral agent that is not the Controlling Collateral Agent will, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral. Notwithstanding the equal priority of the Liens securing each series of First Lien Obligations, the Controlling Collateral Agent may deal with the Shared Collateral as if such Controlling Collateral Agent had a senior Lien on such collateral. No Non- Controlling Authorized Representative (as defined below) or Non-Controlling Secured Party (to be defined in the First Lien Intercreditor Agreement) will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party (to be defined in the First Lien Intercreditor Agreement) or any other exercise by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party of any rights and remedies relating to the Shared Collateral, or to cause the Controlling Collateral Agent to do so.
Appears in 1 contract
Samples: Security Agreement
Priority of Claims. If (a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding, and notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Senior Lien Obligations granted on the Shared Collateral or the existence of any intervening third party Liens and notwithstanding any provisions of the Uniform Commercial Code of any jurisdictions, any applicable real estate laws, or any other circumstance whatsoever (but subject to Section 1.03), if an Event of Default (as defined in the Credit Agreement or any Additional First Lien Document) has occurred and is continuing, and (xi) the Controlling Collateral Agent (as defined below) US-DOCS\79710822.5 Applicable Authorized Representative or (subject to the terms of the First Lien Intercreditor Agreement) any First Senior Lien Secured Party is taking action to enforce rights in respect of any Shared Collateral in accordance with the terms of the applicable Secured Credit DocumentsCollateral, (yii) any distribution is made in respect of any Shared Collateral in any bankruptcy case Bankruptcy Case or other Insolvency or Liquidation Proceeding of any grantor Borrowers or any other Grantor or (ziii) any First Senior Lien Secured Party receives any payment pursuant to any Senior/Junior Intercreditor Agreement or any other intercreditor agreement (other than the First Lien Intercreditor this Agreement) with respect to any Shared Collateral, then, in each case, the proceeds (i) of any sale, collection or other liquidation of any such Shared Collateral (including any amount paid under any title insurance policy or any insurance policy or in connection with any condemnation or eminent domain proceeding) by any First Senior Lien Secured Party, (ii) Party or received by the Controlling Collateral Agent Applicable Authorized Representative or any First Senior Lien Secured Party pursuant to any such other intercreditor agreement with respect to such Shared Collateral (including any amount paid under any title insurance policy) and (iii) proceeds of any such distribution (subject, in the case of any such distribution, to the sentence immediately following) to which the First any Senior Lien Obligations Secured Parties are entitled under any intercreditor agreement (other than the First Lien Intercreditor this Agreement) (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), will ) shall be applied (i) FIRST, to the payment in full of all amounts then due and owing to the Credit Agreement Collateral Agent and each other collateral agent named in the First Lien Intercreditor Agreement or any joinder agreement thereto (in its capacity as such) in connection with such collection or sale or otherwise in connection with the First Lien Intercreditor Agreement or any other Secured Credit Document, (ii) SECOND, to the payment in full of the First Lien Obligations then due and payable of each series secured by such Shared Collateral on a ratable basis, with such Proceeds to be applied to the First Lien Obligations then due and payable of a given series in accordance with the terms of the applicable Secured Credit Documents and (iii) THIRD, to the applicable Loan Parties or to whomever may be lawfully entitled to receive the same as a court of competent jurisdiction may direct.applied:
Appears in 1 contract
Samples: Credit Agreement (Herbalife Ltd.)
