New Liens. So long as the Discharge of First Lien Obligations shall not have occurred, the parties hereto agree that no additional Liens shall be granted or permitted on any asset of any Borrower or any other Obligor to secure any Second Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted on such asset to secure the First Lien Obligations. So long as the Discharge of Second Lien Obligations shall not have occurred, the parties hereto agree that no additional Liens shall be granted or permitted on any asset of any Borrower or any other Obligor to secure any First Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinated Lien shall be granted on such asset to secure the Second Lien Obligations. To the extent that the foregoing provisions of this Section are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Agent or the First Lien Creditors, the Second Lien Agent, on behalf of the Second Lien Creditors, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.9 shall be subject to the terms of this Agreement, including the turnover provisions of Section 2.4.
New Liens. So long as the Senior Indebtedness Payment Date has not occurred, the parties hereto agree that if the Subordinated Holders or the Subordinated Holder Representative on their behalf shall acquire or hold any Lien on any assets of any Loan Party securing any Subordinated Indebtedness, which assets are not also subject to the First Priority Lien of the Senior Agent under the Senior Loan Documents, then such Subordinated Holder or the Subordinated Holder Representative will immediately without the need for any further consent of any other Subordinated Holder, notwithstanding anything to the contrary in any other Subordinated Debenture Document, promptly (a) notify the Senior Agent of such fact, specifying the property that does not then constitute Senior Loan Collateral and (b) if requested in writing by the Senior Agent, execute and deliver additional subordination documentation consistent with Section 10.2(c). If the filing of an Insolvency Proceeding prevents the Senior Agent from obtaining a Lien (or avoids any such Lien), then the Subordinated Holders will exercise their rights in respect of such Lien at the direction of the Senior Agent in a manner consistent with this Agreement for the benefit of the Senior Indebtedness. If the Senior Agent or any Senior First Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Senior Indebtedness, then no provision of this Agreement shall prohibit, nor shall the Senior Agent or any Senior First Priority Secured Party take any actions to prevent, the Subordinated Holder Representative or any Subordinated Holder from obtaining and perfecting a Second Priority Lien on such assets. The Subordinated Holders, by their purchase of any Subordinated Debentures under the Subordinated Debenture Documents and notwithstanding any provision of any Subordinated Debenture Document to the contrary, hereby authorize the Subordinated Holder Representative to comply with its obligations under this Section 3.4.
New Liens. (a) So long as the Payment in Full of First Lien Priority Debt has not occurred, and so long as no Insolvency Proceeding has been commenced by or against the Debtor, the parties hereto agree that, subject to Section 2.4(b), the Debtor shall not:
(i) grant or permit any additional Liens on any asset to secure any Second Lien Debt unless the Debtor gives First Lien Creditor at least 5 Business Days prior written notice thereof and unless such notice also offers to gxxxx x Xxxx on such asset to secure the First Lien Debt concurrently with the grant of a Lien thereon in favor of Second Lien Creditor; or
(ii) grant or permit any additional Liens on any asset to secure any First Lien Debt unless the Debtor gives Second Lien Creditor at least 5 Business Days prior written notice thereof and unless such notice also offers to gxxxx x Xxxx on such asset to secure the Second Lien Debt concurrently with the grant of a Lien thereon in favor of First Lien Creditor.
(b) To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to First Lien Creditor or the other First Lien Claimholders, Second Lien Creditor agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.
New Liens. So long as the Discharge of First Lien Priority Obligations has not occurred, and so long as no Insolvency Proceeding has been commenced by or against any Grantor, a Grantor will not grant and will use their best efforts to prevent any other Person from granting, a Lien on any property
(a) in favor of a First Lien Claimholder to secure the First Lien Obligations unless the Grantor or such other Person grants (or offers to grant with a reasonable opportunity for the Lien to be accepted) Second Lien Trustee simultaneously or substantially contemporaneously a junior Lien on such property to secure the Second Lien Obligations (however, the refusal of Second Lien Trustee to accept such Lien will not prevent the First Lien Claimholder from taking the Lien), and
(b) in favor of a Second Lien Claimholder to secure the Second Lien Obligations unless the Grantor or such other Person grants (or offers to grant with a reasonable opportunity for the Lien to be accepted) First Lien Agent simultaneously or substantially contemporaneously a senior Lien on such property to secure the First Lien Obligations (however, the refusal of First Lien Agent to accept such Lien will not prevent the Second Lien Claimholder from taking the Lien)
(c) Subject to clauses (a) and (b) above, if a Second Lien Claimholder hereafter acquires a Lien on property to secure a Second Lien Obligation where the property is not also subject to a Lien securing the First Lien Obligations, then such Second Lien Claimholder will give First Lien Agent written notice of such Lien no later than five Business Days after acquiring such Lien. If First Lien Agent also obtains a Lien on such property or if such Second Lien Claimholder fails to provide such timely notice to First Lien Agent, then such property will be deemed to be Collateral for all purposes hereunder. If the Second Lien Trustee or any Second Lien Claimholder shall acquire any Lien on any property of any Grantor or any of their respective Subsidiaries securing any Second Lien Obligations which property is not also subject to the Lien of the First Lien Agent under the First Lien Collateral Documents, then the Second Lien Trustee (or the relevant Second Lien Claimholder), shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other Second Lien Loan Document (x) hold and be deemed to have held such Lien and security interest for the benefit of the First Lien Agent as security for the Fi...
New Liens. (a) So long as no Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree that no Grantor shall:
(i) grant or permit any additional Liens on any asset that is not Collateral to secure any Term Loan Debt unless such Grantor gives ABL Agent at least 5 Business Days prior written notice thereof and unless such notice also offers to gxxxx x Xxxx on such asset to secure the ABL Debt concurrently with the grant of a Lien thereon in favor of Term Loan Agent; or
(ii) grant or permit any additional Liens on any asset that is not Collateral to secure any ABL Debt unless such Grantor gives Term Loan Agent at least 5 Business Days prior written notice thereof and unless such notice also offers to gxxxx x Xxxx on such asset to secure the Term Loan Debt concurrently with the grant of a Lien thereon in favor of ABL Agent.
(b) To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Claimholders, each Agent agrees that any amounts received by or distributed to any of the Claimholders pursuant to or as a result of Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2.
New Liens. So long as the Discharge of Senior Indebtedness shall not have occurred, the parties hereto agree that no additional Liens shall be granted or permitted on any asset of any Borrower or any other Obligor to secure any Subordinated Obligation unless, subject to the terms of this Subordination Agreement, immediately after giving effect to such grant or concurrently therewith, a senior and prior Lien shall be granted on such asset to secure the Senior Obligations. To the extent that the foregoing provisions of this Section 2.g are not complied with for any reason, without limiting any other rights and remedies available to Senior Agent or the Senior Lenders, the Subordinated Agent, on behalf of the Subordinated Xxxxxxx, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.g shall be subject to the terms of this Subordination Agreement.
New Liens. (a) The parties hereto agree that, prior to the payment in full of the Secured Claims, any Lien on any asset of any Loan Party securing any Secured Claim (and which asset is not also subject to a Lien securing all of the Secured Claims in accordance with the priorities set forth herein) shall immediately be released upon demand by any Agent or assigned to the Collateral Agent on behalf of the Secured Parties, subject to the priorities set forth in Section 3.1, and, at all times prior to such release or assignment, the Secured Party to whom such Lien was granted shall be acting as a sub-agent of the Collateral Agent for the sole purpose of perfecting the Lien on such asset; provided, however, that, if the Multi-Currency Credit Agreement, the Term Loan Credit Agreement or the Indenture, as the case may be, specifically does not require the relevant Secured Claims to be secured by a Lien on such asset, then this Section 3.4(a) shall not apply to such asset solely in respect of such Secured Claims.
(b) Each Loan Party hereby agrees not to grant, or to permit any of its Subsidiaries to grant, except as expressly permitted by the Financing Documents, any Lien on any of its respective assets securing the Senior Claims or the Junior Claims, as the case may be, to any Person other than the Collateral Agent on behalf of the Secured Parties, subject to the priorities set forth in Section 3.1.
New Liens. Not, on or after the Approval Date, create any new encumbrance or lien affecting the Property other than liens and encumbrances (i) that can be discharged prior to Closing, and (ii) that in fact are discharged prior to or at the Closing.
New Liens. (a) So long as the First Lien Obligations Payment Date has not occurred, the parties hereto agree that (i) if the Second Lien Representative or any other Second Lien Secured Party or the Third Lien Representative or any other Third Lien Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing its Class of Secured Obligations, which assets are not also subject to the First Priority Lien of the First Lien Representative under the First Lien Documents, then the Second Lien Representative or the relevant Second Lien Secured Party or the Third Lien Representative or the relevant Third Lien Secured Party shall, without the need for any further consent of any other Second Lien Secured Party or Third Lien Secured Party, and notwithstanding anything to the contrary in any other Second Lien Document or Third Lien Document (A) be deemed to hold and have held such Lien for the benefit of the First Lien Representative as security for the First Lien Obligations and shall assign such Lien to the First Lien Representative as security for the First Lien Obligations (in which case the Second Lien Representative or Third Lien Representative, as the case may be, may retain a junior Lien on such assets subject to the terms hereof) or (B) if so requested by the First Lien Representative, release such Lien, and (ii) if any First Lien Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any First Lien Obligation which assets are not also subject to a Second Priority Lien or a Third Priority Lien, then the First Lien Representative (or the relevant First Lien Secured Party) shall, without the need for any further consent of any other First Lien Secured Party, and notwithstanding anything to the contrary in any other First Lien Document, be deemed to hold and have held junior Liens on such assets for the benefit of the Second Lien Representative as security for the Second Lien Obligations and the Third Lien Representative as security for the Third Lien Obligations, subject to the terms of this Agreement. Each Loan Party hereby consents to and confirms its grant of a Lien for the benefit of all Secured Parties on the terms set forth above.
(b) So long as the Second Lien Obligations Payment Date has not occurred, the parties hereto agree that (i) if the Third Lien Representative or any other Third Lien Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing the Third Lien Obligations, which as...
New Liens. Subject to Sections 2.01(c), 2.01(d), and 2.06(a) and 2.07, each of the parties hereto (including the Parent Borrower, on behalf of itself and the other Grantors) agrees that, so long as the Discharge of First Lien Secured Obligations has not occurred, it shall not (i) permit any additional Liens on any asset or property of any Grantor to be granted to secure any Second Lien Secured Obligation unless a Lien has been granted on such asset or property to secure the First Lien Secured Obligations, with each such Lien to be subject to the provisions of this Agreement, or (ii) permit any additional Liens on any asset or property of any Grantor to be granted to secure any First Lien Secured Obligations unless a Lien has been granted on such asset to secure the Second Lien Secured Obligations, with each such Lien to be subject to the provisions of this Agreement. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Representatives and/or the First Lien Secured Parties, the Designated Second Lien Representative, on behalf of the Second Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.10 shall be subject to Section 7.01.
