Common use of New Liens Clause in Contracts

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. So long as the Senior Indebtedness Payment Date Discharge of First Lien Priority Obligations has not occurred, and subject to Section 6 following the commencement of any Insolvency Proceeding by or against any Grantor, the parties hereto agree that no Grantor shall: (a) grant any additional Liens on any asset to secure any Second Lien Obligation unless such Grantor gives First Lien Agent at least five (5) Business Days prior written notice thereof (or, if such Lien is granted upon the Subordinated Holders written request of any Second Lien Claimholder, such notice is provided to First Lien Agent promptly after receiving such request and in any event prior to such Lien in fact being granted) and unless such notice also offers to xxxxx x Xxxx on such asset to secure the First Lien Obligations concurrently with the grant of a Lien thereon in favor of Second Lien Agent; or (b) grant any additional Liens on any asset (other than the Second Lien Carveout) to secure any First Lien Obligations unless such Grantor gives Second Lien Agent at least five (5) Business Days prior written notice thereof (or, if such Lien is granted upon the written request of any First Lien Claimholder, such notice is provided to Second Lien Agent promptly after receiving such request and in any event prior to such Lien in fact being granted) and unless such notice also offers to xxxxx x Xxxx on such asset to secure the Second Lien Obligations concurrently with the grant of a Lien thereon in favor of First Lien Agent. 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 Agent or the Subordinated Holder Representative First Lien Claimholders, Second Lien Agent, on their behalf Second Lien 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. If First Lien Agent or any First Lien Claimholder shall (nonetheless and in breach of this Section 2.3) acquire or hold any Lien on any assets of any Loan Party Grantor (other than the Second Lien Carveout) securing any Subordinated Indebtedness, First Lien Obligations which assets are not also subject to the First Priority Lien of the Senior Second Lien Agent under the Senior Loan Second Lien Collateral Documents, then such Subordinated Holder First Lien Agent (or the Subordinated Holder Representative will immediately relevant First Lien Claimholder), shall, without the need for any further consent of any other Subordinated Holder, Person and 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 First Lien Debt Document hold 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 be deemed to have held such Lien at the direction of the Senior Agent in a manner consistent with this Agreement and security interest for the benefit of the Senior IndebtednessFirst Lien Claimholders as security for the First Lien Obligations and, subject to the terms of this Agreement, the benefit of the Second Lien Agent as security for the Second Lien Obligations. If the Senior Second Lien Agent or any Senior First Priority Secured Party Second Lien Claimholder shall (nonetheless and in breach of this Section 2.3) acquire or hold any Lien on any assets of any Loan Party Grantor securing any Senior IndebtednessSecond Lien Obligations which assets are not also subject to the Lien of First Lien Agent under the First Lien Collateral Documents, then no provision Second Lien Agent (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 Debt Document hold and be deemed to have held such Lien and security interest for the benefit of the Second Lien Claimholders as security for the Second Lien Obligations and, subject to the terms of this Agreement shall prohibit, nor shall the Senior Agent or any Senior First Priority Secured Party take any actions to preventAgreement, the Subordinated Holder Representative or any Subordinated Holder from obtaining benefit of the First Lien Agent as security for the First Lien Obligations. All such Liens and perfecting a Second Priority Lien on such assets. The Subordinated Holders, by their purchase security interests deemed held for the benefit of any Subordinated Debentures under the Subordinated Debenture Documents and notwithstanding any provision of any Subordinated Debenture Document Person pursuant to this paragraph shall be subject to the contrary, hereby authorize the Subordinated Holder Representative to comply with its obligations under this Section 3.4provisions of Sections 5.4(b) and 5.4(c).

New Liens. So long as neither the Senior Indebtedness Payment Date Discharge of ABL Obligations nor the Discharge of Term Loan Obligations has occurred, whether or not occurredany Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the parties hereto agree agree, subject to Article VI, that if the Subordinated Holders Company shall not, and shall not permit any other Grantor to: (a) grant or permit any additional Liens on any asset or property (other than any Mortgaged Property) to secure any Term Loan Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Subordinated Holder Representative ABL Obligations; or (b) grant or permit any additional Liens on their behalf any asset or property to secure any ABL Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Term Loan Obligations. If any Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party Grantor securing any Subordinated Indebtednessthe Obligations of such Grantor, which assets are not also subject to a Lien securing the First Priority Lien other Obligations of such Grantor as required by the Senior Agent under the Senior Loan Documentsfirst sentence of this Section 2.3, then such Subordinated Holder or the Subordinated Holder Representative will immediately Secured Party shall, without the need for any further consent of any other Subordinated HolderSecured Party, and notwithstanding anything to the contrary in any other Subordinated Debenture Credit Document, promptly (a) notify the Senior Agent of such fact, specifying the property that does not then constitute Senior Loan Collateral be deemed to hold 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 have held 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 Parties holding Obligations that are required to prevent, the Subordinated Holder Representative or any Subordinated Holder from obtaining and perfecting have a Second Priority Lien on such assets. The Subordinated Holdersassets by the first sentence of this Section 2.3, by their purchase of any Subordinated Debentures under the Subordinated Debenture Documents and notwithstanding any provision of any Subordinated Debenture Document each such Lien so deemed to have been held shall be subject in all respects to the contraryprovisions of this Agreement, hereby authorize including without limitation the Subordinated Holder Representative lien subordination provisions set forth in Section 2.1. In addition, to comply the extent that the foregoing provisions are not complied with its obligations under for any reason, without limiting any other rights or remedies available hereunder, the ABL Collateral Agent, on behalf of the ABL Secured Parties, and the Term Collateral Agent, on behalf of Term Loan Secured Parties, 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 3.42.3 shall be subject to Section 4.1(c).

New Liens. So long as Until the Senior Indebtedness Payment Date has not occurredSecured Obligations shall have been Paid in Full, (i) each Agent agrees, on behalf of the parties hereto agree applicable Secured Parties, that if no Agent, on behalf of the Subordinated Holders or the Subordinated Holder Representative on their behalf applicable Secured Parties, nor any other Secured Party, shall acquire or hold any Lien on any assets of any Loan Party securing Grantor which with respect to which such Agent has actual knowledge that such assets are not also subject to a Lien in favor of each other Agent on behalf of the applicable Secured Parties and (ii) each Grantor agrees not to grant any Lien on any of its assets in favor of any Agent, on behalf of the applicable Secured Parties, unless it has granted a Lien on such assets in favor of each other Agent, on behalf of the applicable Secured Parties (in either case, except to the extent that the assets subject to such Liens are not required to be pledged as Collateral for the respective Obligations to the extent provided in the ABL Documents, the Notes Priority Documents, the Second Lien Documents or the Subordinated IndebtednessLien Documents, as the case may be). If any Agent shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor to secure any Obligations, which assets are not also subject to a Lien in favor of each other Agent to secure the First Priority Lien of the Senior Agent under the Senior Loan Documentsapplicable Obligations, then the Agent acquiring such Subordinated Holder or the Subordinated Holder Representative will immediately Lien shall, without the need for any further consent of any other Subordinated Holder, Person and notwithstanding anything to the contrary in any other Subordinated Debenture DocumentSecurity Documents, promptly either (ax) 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 release such Lien at the direction of the Senior Agent in a manner consistent with this Agreement or (y) (1) also hold and be deemed to have held such Lien for the benefit of each other Agent and Secured Parties subject to the priorities set forth herein, with any amounts received in respect thereof subject to distribution and turnover hereunder and (2) in the case of the Junior Representative acquiring a Lien, assign such Lien to the Senior Indebtedness. If Representative to secure 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 Obligations (in which case the Senior Agent or any Senior First Priority Secured Party take any actions to prevent, the Subordinated Holder Junior Representative or any Subordinated Holder from obtaining and perfecting may retain a Second Priority Junior 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 assets subject to the contrary, hereby authorize the Subordinated Holder Representative to comply with its obligations under this Section 3.4terms hereof).

New Liens. So Subject to Sections 2.01(c), 2.01(d) and clause (ii) of the first sentence of Section 4.04, the Borrower, on behalf of itself and the other Grantors agrees that, so long as the Senior Indebtedness Payment Date 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 parties hereto agree that if First Lien Secured Obligations, with each such Lien to be subject to the Subordinated Holders 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 Subordinated Holder Second Lien Secured Obligations, with each such Lien to be subject to the provisions of this Agreement. If any Second Lien Representative on their behalf or any Second Lien Secured Party shall acquire or hold any Lien on any assets or property of any Loan Party Grantor securing any Subordinated Indebtedness, which assets Second Lien Secured Obligations that are not also subject to the first-priority Liens securing all First Priority Lien of the Senior Agent Secured Obligations under the Senior First Lien Loan Documents, then such Subordinated Holder Second Lien Representative or Second Lien Secured Party (i) shall notify the Subordinated Holder Designated First Lien Representative will immediately without promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each First Lien Representative as security for the need for any further consent of any other Subordinated HolderFirst Lien Secured Obligations, notwithstanding anything shall assign such Lien 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 Designated First Lien (or avoids any such Lien), then the Subordinated Holders will exercise their rights in respect of such Representative as security for all First Lien at the direction of the Senior Agent in a manner consistent with this Agreement Secured Obligations for the benefit of the Senior Indebtedness. If the Senior Agent or any Senior First Priority Lien 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 Parties (but may retain a Second Priority junior 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 assets or property subject to the contraryterms hereof) and (ii) until such assignment or such grant of a similar Lien to each First Lien Representative, hereby authorize shall be deemed to hold and have held such Lien for the Subordinated Holder benefit of each First Lien Representative and the other First Lien Secured Parties as security for the First Lien Secured Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to comply with its obligations under 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 3.42.06 shall be subject to Section 8.01.

New Liens. So long as (a) Until the Senior Indebtedness ABL Obligations Payment Date has not occurredDate, if (i) the parties hereto agree that if the Subordinated Holders Term Loan Representative (or the Subordinated Holder Representative on their behalf any other Term Loan Secured Party) shall acquire or hold any new Lien on any existing or new property or assets of any Loan Party securing any Subordinated Indebtedness(other than Fee Interests in Real Property) and (ii) the ABL Representative does not hold a Lien on such existing or new property or assets, which assets are not also the Term Loan Representative shall promptly notify the ABL Representative that the Term Loan Representative (or such Term Loan Secured Party) has acquired such new Lien and shall cooperate with the ABL Representative in the ABL Representative’s efforts to obtain a new Lien in favor of the ABL Representative under the ABL Documents on such property or assets, subject to the First Priority Lien Priorities set forth herein. If, despite the cooperation of the Senior Agent under Term Loan Representative, the Senior ABL Representative is not able to obtain a new Lien on the property or assets that are subject to the new Lien in favor of the Term Loan DocumentsRepresentative (or such other Term Loan Secured Party) and, then if such Subordinated Holder property or assets are of the type that would otherwise be part of the ABL Priority Collateral, upon the written request of the ABL Representative, the Term Loan Representative (or the Subordinated Holder Representative will immediately relevant Term Loan Secured Party) shall, without the need for any further consent of any other Subordinated Holder, Term Loan Secured Party and notwithstanding anything to the contrary in any other Subordinated Debenture Term Loan Document, promptly (a) notify the Senior Agent of be deemed to also hold 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 lien for the benefit of the Senior Indebtedness. If ABL Representative as security for the Senior Agent ABL Obligations (subject to the Lien Priorities and other terms hereof). (b) Until the Term Loan Obligations Payment Date, if (i) the ABL Representative (or any Senior First Priority other ABL Secured Party Party) shall acquire or hold any new Lien on any existing or new property or assets of any Loan Party securing any Senior Indebtedness, then no provision of this Agreement shall prohibit, nor shall and (ii) the Senior Agent or any Senior First Priority Secured Party take any actions to prevent, the Subordinated Holder Term Loan Representative or any Subordinated Holder from obtaining and perfecting does not hold a Second Priority Lien on such existing or new property or assets, the ABL Representative shall promptly notify the Term Loan Representative that the ABL Representative (or such ABL Secured Party) has acquired such new Lien and shall cooperate with the Term Loan Representative in the Term Loan Representative’s efforts to obtain a new Lien in favor of the Term Loan Representative under the Term Loan Documents on such property or assets, subject to the Lien Priorities set forth herein. The Subordinated HoldersIf, by their purchase despite the cooperation of the ABL Representative, the Term Loan Representative is not able to obtain a new Lien on the property or assets that are subject to the new Lien in favor of the ABL Representative (or such other ABL Secured Party) and, if such property or assets are of the type that would otherwise be part of the Term Loan Priority Collateral, upon the written request of the Term Loan Representative, the ABL Representative (or the relevant ABL Secured Party) shall, without the need for any further consent of any Subordinated Debentures under the Subordinated Debenture Documents other ABL Secured Party and notwithstanding any provision of any Subordinated Debenture Document anything to the contrarycontrary in any other ABL Documents, hereby authorize be deemed to also hold such lien for the Subordinated Holder benefit of the Term Representative as security for the Term Loan Obligations (subject to comply with its obligations under this Section 3.4the Lien Priorities and other terms hereof).