Common use of No Contest Clause in Contracts

No Contest. (a) The Note Agent, on behalf of itself and the Noteholder Secured Parties, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender for adequate protection of its interest in the Collateral, or (ii) any objection by the ABL Agent or any ABL Lender to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender that its interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender for adequate protection of its interest in the Collateral, or (ii) any objection by the ABL Agent or any ABL Lender to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender that its interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the ABL Agent, on behalf of itself and the ABL Lenders).

Appears in 4 contracts

Samples: Intercreditor Agreement (Atkore International Group Inc.), Intercreditor Agreement (Atkore International Group Inc.), Intercreditor Agreement (Unistrut International Holdings, LLC)

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No Contest. (a) The Note Term Loan Agent, on behalf of itself and the Noteholder Term Loan Secured Parties, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the Collateral, or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional Agent, on behalf of itself and any Additional Creditors Secured Parties represented thereby, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the Collateral, or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL LendersSecured Parties).

Appears in 3 contracts

Samples: Intercreditor Agreement (Emergency Medical Services CORP), Credit Agreement (Emergency Medical Services CORP), Credit Agreement (Emergency Medical Services CORP)

No Contest. (a) The Note Term Loan Agent, on behalf of itself and the Noteholder Term Loan Secured Parties, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the CollateralCollateral (unless in contravention of Section 6.1), or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the Collateral (unless in contravention of Section 6.1) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional Agent, on behalf of itself and any Additional Creditors Secured Parties represented thereby, agrees that, prior to the Discharge of ABL Obligations, none of them shall directly or indirectly contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the CollateralCollateral (unless in contravention of Section 6.1), or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the Collateral (unless in contravention of Section 6.1) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL LendersSecured Parties).

Appears in 2 contracts

Samples: Credit Agreement (Tribune Publishing Co), Intercreditor Agreement (Tribune Publishing Co)

No Contest. (a) The Note Term Loan Agent, on behalf of itself and the Noteholder Term Loan Secured Parties, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the CollateralABL Priority Collateral (unless in contravention of Section 6.1 or Section 6.10), or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the ABL Priority Collateral (unless in contravention of Section 6.1) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional Term Agent, on behalf of itself and any Additional Creditors Term Secured Parties represented thereby, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the CollateralABL Priority Collateral (unless in contravention of Section 6.1 or Section 6.10), or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the ABL Priority Collateral (unless in contravention of Section 6.1 or Section 6.10) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Creditors Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL LendersSecured Parties).. EXHIBIT H

Appears in 1 contract

Samples: Intercreditor Agreement (Lannett Co Inc)

No Contest. (a) The Note Term Loan Agent, on behalf of itself and the Noteholder Term Loan Secured Parties, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender for adequate protection of its interest in the Collateral, or (ii) any objection by the ABL Agent or any ABL Lender to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender that its interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender for adequate protection of its interest in the Collateral, or (ii) any objection by the ABL Agent or any ABL Lender to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender that its interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the ABL Agent, on behalf of itself and the ABL Lenders).

Appears in 1 contract

Samples: Intercreditor Agreement (Atkore Inc.)

No Contest. (a) The Note [Cash Flow] Agent, on behalf of itself and the Noteholder [Cash Flow] Secured Parties, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the CollateralCollateral (unless in contravention of Section 6.1), or (iin) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the Collateral (unless in contravention of Section 6.1] are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional Agent, on behalf of itself and any Additional Creditors Secured Parties represented thereby, agrees that, prior to the Discharge of ABL Obligations, none of them shall directly or indirectly contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the Collateral, Collateral (unless in contravention of Section 6.1). or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the Collateral (unless in contravention of Section 6.1) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL LendersSecured Parties).

Appears in 1 contract

Samples: Assumption Agreement (Veritiv Corp)

No Contest. (a) The Note Term Loan Agent, on behalf of itself and the Noteholder Term Loan Secured Parties, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the CollateralCollateral (unless in contravention of Section 6.1), or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the Collateral (unless in contravention of Section 6.1) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional Agent, on behalf of itself and any Additional Creditors Secured Parties represented thereby, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the CollateralCollateral (unless in contravention of Section 6.1), or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the Collateral (unless in contravention of Section 6.1) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL LendersSecured Parties).

Appears in 1 contract

Samples: Intercreditor Agreement (Nci Building Systems Inc)

No Contest. (a) The Note Term Loan Agent, on behalf of itself and the Noteholder Term Loan Secured Parties, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the CollateralABL Priority Collateral (unless in contravention of Section 6.1 or Section 6.10), or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the ABL Priority Collateral (unless in contravention of Section 6.1) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional Term Agent, on behalf of itself and any Additional Creditors Term Secured Parties represented thereby, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the CollateralABL Priority Collateral (unless in contravention of Section 6.1 or Section 6.10), or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the ABL Priority Collateral (unless in contravention of Section 6.1 or Section 6.10) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Term Agent, on behalf of itself and the Additional Creditors Term Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL LendersSecured Parties).

Appears in 1 contract

Samples: Intercreditor Agreement (Lannett Co Inc)

No Contest. (a) The Note Term Agent, on behalf of itself and the Noteholder Secured PartiesTerm Lenders, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or support any other Person contesting) (ia) any request by the ABL Agent or any ABL Lender for adequate protection of its interest in the Collateral, or (iib) any objection by the ABL Agent or any ABL Lender to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender that its interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional The ABL Agent, on behalf of itself and any Additional Creditors represented therebythe ABL Lenders, agrees that, prior to the Discharge of ABL Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by the ABL Term Agent or any ABL Term Lender for adequate protection of its interest in the CollateralCollateral (unless in contravention of Section 6.1(a) above), or (ii) any objection by the ABL Term Agent or any ABL Term Lender to any motion, relief, action, action or proceeding based on a claim by the ABL Term Agent or any ABL Term Lender that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Term Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the ABL Agent, on behalf of itself and the ABL Lenders)Agreement.

Appears in 1 contract

Samples: Intercreditor Agreement (Hertz Corp)

No Contest. (a) The Note [Term Loan] Agent, on behalf of itself and the Noteholder [Term Loan] Secured Parties, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the CollateralCollateral (unless in contravention of Section 6.1), or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the Collateral (unless in contravention of Section 6.1) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as (x) any Liens granted to the ABL Agent as adequate protection of its interests are subject to this AgreementAgreement and (y) any post-petition interest, fees, or expenses as a result of any interest in the Collateral are not paid from the proceeds of [Term Loan] Priority Collateral. Any Each Additional [Term] Agent, on behalf of itself and any the Additional Creditors [Term] Secured Parties represented thereby, agrees that, prior to the Discharge of ABL Obligations, none of them shall directly or indirectly contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the CollateralCollateral (unless in contravention of Section 6.1), or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the Collateral (unless in contravention of Section 6.1) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as (x) any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement and (y) any post-petition interest, fees, or expenses as a result of any interest in the Collateral are not paid from the proceeds of [Term Loan] Priority Collateral (except as may be separately otherwise agreed in writing by and between such Additional [Term] Agent, on behalf of itself and the Additional Creditors [Term] Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL LendersSecured Parties).

Appears in 1 contract

Samples: Intercreditor Agreement (Uci Holdings LTD)

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No Contest. (a) The Note AgentTrustee, on behalf of itself and the Noteholder Secured PartiesNoteholders, agrees that, prior to the Discharge of ABL Loan Agreement Secured Obligations, none of them shall contest (or support any other Person contesting) (ia) any request by the ABL Agent or any ABL Lender Agent, for and on behalf of itself and the Lenders, for adequate protection of its interest in the Collateralprotection, or (iib) any objection by the ABL Agent or any ABL Lender Agent, for and on behalf of itself and the Lenders, to any motion, relief, action, or proceeding based on a claim by Agent, for and on behalf of itself and the ABL Agent or any ABL Lender Lenders, claiming that its their interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding). Notwithstanding the foregoing, so long as in any Liens Insolvency Proceeding, if the Agent, for and on behalf of itself and the Lenders, is granted to the ABL Agent as adequate protection in the form of its interests are subject additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar law applicable to this Agreement. Any Additional Agentany Insolvency Proceeding, then the Trustee, on behalf of itself and any Additional Creditors represented thereby, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender for of the Noteholders, may seek or request adequate protection of its interest in the Collateralform of a Lien on such additional collateral, or which Lien hereby is and shall be deemed to be subordinated to (iia) any objection by the ABL Agent or any ABL Lender Liens securing the Loan Agreement Secured Obligations up to any motion, relief, action, or proceeding based (but not in excess of) the Maximum Priority Debt Amount on a claim by the ABL Agent or any ABL Lender that its interests in same basis as the Collateral Lien Priority and (b) the Liens securing such DIP Financing (and all obligations relating thereto) on the same terms and conditions as the Liens securing the Loan Agreement Secured Obligations are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to subordinated thereto. In the ABL Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agentevent the Trustee, on behalf of itself and the Additional Creditors represented therebyNoteholders, seeks or requests adequate protection and such adequate protection is granted in the ABL Agentform of Liens in respect of additional collateral, then the Trustee, on behalf of itself and each of the ABL Lenders)Noteholders, agrees that the Agent also shall be granted a senior Lien on such additional collateral as security for the Loan Agreement Secured Obligations (and for any such DIP Financing) and that any Lien on such additional collateral securing the Indenture Secured Obligations shall be subordinated to (a) the Liens in respect of such additional collateral securing the Loan Agreement Secured Obligations and/or any other Liens granted to the Agent as adequate protection on the same basis as the Lien Priority up to the Maximum Priority Debt Amount and (b) any such DIP Financing on the same basis as the Liens securing the Loan Agreement Secured Obligations are subordinated to such DIP Financing. Nothing contained herein shall prohibit or in any way limit the Agent, prior to the Discharge of Loan Agreement Secured Obligations, from objecting in any Insolvency Proceeding or otherwise to any action taken by the Trustee or any of the Noteholders, including the seeking by the Trustee or any Noteholder of adequate protection or the asserting by the Trustee or any Noteholder of any of its rights and remedies under the Indenture Loan Documents or otherwise.

Appears in 1 contract

Samples: Intercreditor and Lien Subordination Agreement (Majestic Holdco, LLC)

No Contest. (a) The Note Term Agent, on behalf of itself and the Noteholder Secured PartiesTerm Noteholders, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or support any other Person contesting) (ia) any request by the ABL Agent or any ABL Lender for adequate protection of its interest in the Collateral, or (iib) any objection by the ABL Agent or any ABL Lender to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender that its interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional The ABL Agent, on behalf of itself and any Additional Creditors represented therebythe ABL Lenders, agrees that, prior to the Discharge of ABL Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by the ABL Term Agent or any ABL Lender Term Noteholder for adequate protection of its interest in the CollateralCollateral (unless in contravention of Section 6.1(a) above), or (ii) any objection by the ABL Term Agent or any ABL Lender Term Noteholder to any motion, relief, action, action or proceeding based on a claim by the ABL Term Agent or any ABL Lender Term Noteholder that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Term Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the ABL Agent, on behalf of itself and the ABL Lenders)Agreement.

Appears in 1 contract

Samples: Intercreditor Agreement (Progress Precision Inc.)

No Contest. (a) The Note Each of the Notes Agent, on behalf of itself and the Noteholder Notes Secured Parties, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or support any other Person contesting) (ia) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(b) above or unless such adequate protection would come in the form of cash payments from the proceeds of Notes Priority Collateral), or (iib) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(b) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional The ABL Agent, on behalf of itself and any Additional Creditors represented therebythe ABL Secured Parties, agrees that, prior to the Discharge of ABL Notes Obligations, none of them shall contest (or support any other Person contesting) (i) any request by the ABL Notes Agent or any ABL Lender Notes Secured Party for adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above or unless such adequate protection would come in the form of cash payments from the proceeds of ABL Priority Collateral), or (ii) any objection by the ABL Notes Agent or any ABL Lender Notes Secured Party to any motion, relief, action, action or proceeding based on a claim by the ABL Notes Agent or any ABL Lender Notes Secured Party that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Notes Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors represented thereby, and the ABL Agent, on behalf of itself and the ABL Lenders)Agreement.

Appears in 1 contract

Samples: Intercreditor Agreement (GameStop Corp.)

No Contest. (a) The Note [Cash Flow] Agent, on behalf of itself and the Noteholder [Cash Flow] Secured Parties, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or directly or indirectly support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the CollateralCollateral (unless in contravention of Section 6.1), or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the Collateral (unless in contravention of Section 6.1) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any Additional Agent, on behalf of itself and any Additional Creditors Secured Parties represented thereby, agrees that, prior to the Discharge of ABL Obligations, none of them shall directly or indirectly contest (or support any other Person contesting) (i) any request by the ABL Agent or any ABL Lender Secured Party for adequate protection of its interest in the CollateralCollateral (unless in contravention of Section 6.1), or (ii) any objection by the ABL Agent or any ABL Lender Secured Party to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender Secured Party that its interests in the Collateral (unless in contravention of Section 6.1) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement (except as may be separately otherwise agreed in writing by and between such Additional Agent, on behalf of itself and the Additional Creditors Secured Parties represented thereby, and the ABL Agent, on behalf of itself and the ABL LendersSecured Parties).

Appears in 1 contract

Samples: Intercreditor Agreement (Veritiv Corp)

No Contest. (a) The Note Term Agent, on behalf of itself and the Noteholder Secured PartiesTerm Lenders, and any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, agrees that, prior to the Discharge of ABL Obligations, none of them shall contest (or support any other Person contesting) (ia) any request by the ABL Agent or any ABL Lender for adequate protection of its interest in the Collateral, or (iib) any objection by the ABL Agent or any ABL Lender to any motion, relief, action, or proceeding based on a claim by the ABL Agent or any ABL Lender that its interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL Agent as adequate protection of its interests are subject to this Agreement. Any The ABL Agent, on behalf of itself and the ABL Lenders, and any Additional Agent, on behalf of itself and any Additional Creditors represented thereby, agrees that, prior to the Discharge of ABL Term Obligations, none of them shall contest (or support any other Person contesting) (i) any request by the ABL Term Agent or any Term Lender for adequate protection of its interest in the Collateral (unless in contravention of Section 6.1(a) above), or (ii) any objection by the Term Agent or any Term Lender to any motion, relief, action or proceeding based on a claim by the Term Agent or any Term Lender that its interests in the Collateral (unless in contravention of Section 6.1(a) above) are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the Term Agent as adequate protection of its interests are subject to this Agreement. The Term Agent, on behalf of itself and the Term Lenders, and the ABL Lender Agent, on behalf of itself and the ABL Lenders, agrees that, prior to the Discharge of Additional Obligations, none of them shall contest (or support any other Person contesting) (a) any request by any Additional Agent or any Additional Creditor for adequate protection of its interest in the Collateral, or (iib) any objection by the ABL any Additional Agent or any ABL Lender Additional Creditor to any motion, relief, action, or proceeding based on a claim by the ABL any Additional Agent or any ABL Lender Additional Creditor that its interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to the ABL such Additional Agent as adequate protection of its interests are subject to this Agreement (except Agreement. Except as may be separately otherwise agreed in writing by and between such or among any applicable Additional Agents, any Additional Agent, on behalf of itself and the any Additional Creditors represented thereby, and agrees that, prior to the ABL Agentapplicable Discharge of Additional Obligations, none of them shall contest (or support any other Person contesting) (a) any request by any other Additional Agent or any Additional Creditor represented by such other Additional Agent for adequate protection of its interest in the Collateral, or (b) any objection by such other Additional Agent or any Additional Creditor to any motion, relief, action, or proceeding based on behalf a claim by any Additional Agent or any Additional Creditor represented by such other Additional Agent that its interests in the Collateral are not adequately protected (or any other similar request under any law applicable to an Insolvency Proceeding), so long as any Liens granted to such other Additional Agent as adequate protection of itself and the ABL Lenders)its interests are subject to this Agreement.

Appears in 1 contract

Samples: Intercreditor Agreement (New Sally Holdings, Inc.)

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