New Liens Sample Clauses

New Liens. Until the First Lien Termination Date, the First Lien Trustee on behalf of the First Lien Creditors and the Second Lien Trustee on behalf of the Second Lien Creditors agree that, regardless of whether any Insolvency Proceeding shall have been commenced against any Obligor, no additional Liens shall be granted or permitted on any asset of the Issuer or any other Obligor to secure any (i) 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 to the Collateral Agent on such asset to secure the First Lien Obligations or (ii) First Lien Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a junior and subordinate Lien in respect of the Second Lien Obligations shall be granted to the Collateral Agent on such asset to secure the Second Lien Obligations. If and to the extent that the Third Lien Creditors do not already have a Lien on such asset covered in the immediately preceding sentence, then a junior and subordinate Lien shall also be granted to the Collateral Agent on such asset to secure the Third Lien Obligations. Each asset subject to such additional Liens shall constitute Collateral for all purposes of this Agreement as if expressly included in the definition of such term. 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 Trustee and/or the First Lien Creditors, the Second Lien Trustee, 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 2.7 shall be distributed in accordance with Section 2.4 and in all other respects shall be subject to the terms of this Agreement.

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. (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. During the term of this Agreement, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree, subject to Section 6, that no Grantor shall: (a) grant or suffer to exist any Liens on any asset to secure any Notes Obligation unless such Grantor also offers to grant, and, at the option of the Revolving Collateral Agent, grants a Lien on such asset to secure the Revolving Obligations concurrently with the grant of a Lien thereon in favor of the Notes Collateral Agent in accordance with the priorities set forth in this Agreement; or (b) grant or suffer to exist any Liens on any asset to secure any Revolving Obligations unless such Grantor grants a Lien on such asset to secure the Notes Obligations concurrently with the grant of a Lien thereon in favor of the Revolving Collateral Agent in accordance with the priorities set forth in 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 Revolving Collateral Agent or Revolving Claimholders, the Notes Collateral Agent, on behalf of the Notes Claimholders, 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, and without limiting any other rights and remedies available to the Notes Collateral Agent or Notes Claimholders, the Revolving Collateral Agent, on behalf of the Revolving Claimholders, 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 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. During the term of this Agreement, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree, subject to Section 6, that no Grantor shall: (a) grant or suffer to exist any additional Liens on any asset to secure any Notes Obligation unless such Grantor also grants a Lien on such asset to secure the Revolving Obligations concurrently with the grant of a Lien thereon in favor of the Notes Collateral Agent in accordance with the priorities set forth in this Agreement; or (b) grant or suffer to exist any additional Liens on any asset to secure any Revolving Obligations unless such Grantor grants a Lien on such asset to secure the Notes Obligations concurrently with the grant of a Lien thereon in favor of the Revolving Collateral Agent in accordance with the priorities set forth in this Agreement. To the extent that the foregoing provisions are not complied with for any reason, (i) without limiting any other rights and remedies available to the Revolving Collateral Agent or the Revolving Claimholders, the Notes Collateral Agent, on behalf of the Notes Claimholders, 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 and the Notes Collateral Agent also shall hold and be deemed to have held such Liens for the benefit of the Revolving Collateral Agent and the other Revolving Claimholders subject to the provisions set forth herein, and (ii) without limiting any other rights and remedies available to the Notes Collateral Agent or the Notes Claimholders, the Revolving Collateral Agent, on behalf of the Revolving Claimholders, 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 and the Revolving Collateral Agent also shall hold and be deemed to have held such Liens for the benefit of the Notes Collateral Agent and the other Notes Claimholders subject to the provisions set forth herein.

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. So long as the First Lien Obligations have not been Paid in Full, the parties hereto agree that no additional Liens shall be granted or permitted on any asset of the US Borrower or any other Obligor to secure any Obligation unless, subject to the terms of this Agreement, immediately after giving effect to such grant or concurrently therewith, a Lien shall be granted on such asset to secure all of the Obligations (subject to the terms and conditions 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 Agent, the First Lien Creditors, the Second Lien Agent, or the Second Lien Creditors, the parties hereto agree 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 2.11 shall be subject to the terms of this Agreement. Notwithstanding the foregoing, to the extent that the pledge of any capital stock or other securities of any subsidiary of Xxxxxxx Holding Corp. results in Xxxxxxx Holding Corp. being required to file separate financial statements of such subsidiary with the Securities Exchange Commission (but only to the extent Xxxxxxx Holding Corp. is subject to such requirement and only for so long as such requirement is in existence), a Lien may be granted on such capital stock or other securities to secure the First Lien Obligations regardless of whether or not a Lien is granted thereon to secure the Second Lien Obligations.

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 2.1, 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. (b) Each Loan Party hereby agrees not to grant, or to permit any of its Subsidiaries to grant, except as expressly permitted by the Credit Agreement, 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 2.1.