Common use of New Liens Clause in Contracts

New Liens. Until the Senior Secured Obligations shall have been Paid in Full, (i) each Agent agrees, on behalf of the applicable Secured Parties, that no Agent, on behalf of the applicable Secured Parties, nor any other Secured Party, shall acquire or hold any Lien on any assets of any 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 Lien 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 applicable Obligations, then the Agent acquiring such Lien shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any Security Documents, either (x) release such Lien 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 Representative to secure the Senior Secured Obligations (in which case the Junior Representative may retain a Junior Lien on such assets subject to the terms hereof).

New Liens. Until the Senior Secured Obligations shall have been Paid in Full, (i) each Agent agrees, on behalf of the applicable Secured Parties, that no Agent, on behalf of the applicable Secured Parties, nor any other Secured Party, shall acquire or hold any Lien on any assets of any 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 Each Loan Party agrees not to grant any Lien on any of its assets assets, or permit any of its Subsidiaries to gxxxx x Xxxx 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 Subordinated Lender. To the extent that the assets foregoing provisions are not complied with for any reason, the Subordinated Lender agrees that (i) any amounts received by or distributed to the Subordinated Lender pursuant to or as a result of Liens granted in contravention of this Section 7.8 shall be subject to this Agreement such Liens are not required that proceeds thereof will be treated as proceeds of Collateral subject 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 Section 4 hereof and (ii) the Subordinated Lien DocumentsLender shall hold any such Collateral as agent or as bailee, as the case may be), for the Senior Agent and the Senior Secured Parties for purposes of perfecting the Lien of the Senior Agent and the Senior Secured Parties thereon. If Each Loan Party hereby agrees that, if, pursuant to the provisions of either the Senior Documents or the Subordinated Documents, a Loan Party shall be required to cause any Agent shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor Subsidiary that is not a Loan Party to secure any Obligationsbecome a Loan Party, which assets are not also subject to a Lien in favor of each other Agent to secure the applicable Obligations, then the Agent acquiring such Lien shall, without the need or if for any further consent of reason a Loan Party desires any other Person such Subsidiary to become a Loan Party, such Subsidiary shall execute and notwithstanding anything to the contrary in any Security Documents, either (x) release such Lien 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 deliver to the Senior Representative to secure Agent and the Senior Secured Obligations Subordinated Lender a joinder (in which case the Junior Representative may retain form attached hereto as Exhibit A) and shall thereafter for all purposes be a Junior Lien party hereto and have the same rights, benefits and obligations as a Loan Party hereto on such assets subject to the terms hereof)date first written above.

New Liens. Until the Senior Secured Obligations shall have been Paid in FullSubject to Section 2 and Section 10, (i) each Agent agrees, on behalf of the applicable Secured PartiesRevolving Credit Agent and the Term Loan Agent agrees that, that no Agentafter the date hereof, on behalf neither such agent nor any of the applicable Revolving Credit Secured Parties, nor any other Secured Party, Parties or the Term Loan Lenders shall acquire or hold any Lien on any assets of any Grantor which with respect Credit Party or any of their respective Subsidiaries unless, prior to which or contemporaneously therewith, such Agent has actual knowledge that Lien on such assets are not also subject has been offered to a Lien in favor of each other the Revolving Credit Agent on behalf of or the applicable Secured Parties Term Loan Agent, as the case may be; and (ii) each Grantor Credit Party agrees not to grant any Lien on any of its assets assets, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its assets, in favor of any Agent, on behalf of the applicable Revolving Credit Agent or the Term Loan Agent or any Revolving Credit Secured PartiesParty or the Term Loan Lenders unless, unless it prior to or contemporaneously therewith, it, or such Subsidiary, has granted offered to grant a similar Lien on such assets in favor of each the other Agentagent(s) or the other lenders or secured parties, on behalf of the applicable Secured Parties (in either case, except to as they case may be. To the extent that the assets foregoing provisions are not complied with for any reason, each of the Revolving Credit Agent and the Term Loan Agent 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 8 shall be subject to such Liens are not required Section 2.1. In the event that, pursuant to be pledged as Collateral for this Section 8, (a) the respective Obligations to the extent provided in the ABL Documents, the Notes Priority Documents, the Second Lien Documents Revolving Credit Agent or the Subordinated Lien Documents, as the case may be). If any Agent Revolving Credit Secured Party shall (nonetheless and in breach hereof) acquire or hold 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 Credit Party and the applicable Obligations, then the Agent acquiring such Lien shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any Security Documents, either (x) release such Lien or (y) (1) also hold and be deemed to have held such Lien for the benefit of each other Term Loan 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 Term Loan Lenders shall not have a Lien, assign such Lien to the Senior Representative to secure the Senior Secured Obligations (in which case the Junior Representative may retain a Junior similar Lien on such assets asset, the Revolving Credit Agent or such Revolving Credit Secured Party, as the case may be, shall be deemed, subject to Section 4.4(b), to hold such Collateral as agent or as bailee, as the terms hereofcase may be, for the Term Loan Agent for purposes of perfecting the Lien of the Term Loan Agent thereon, and (b) the Term Loan Agent or any Term Loan Lender shall acquire or hold any Lien on any assets of any Credit Party and the Revolving Credit Agent and the Revolving Credit Secured Parties shall not have a similar Lien on such asset, the Term Loan Agent or such Term Loan Lender, as the case may be, shall be deemed, subject to Section 4.4(b), to hold such Collateral as agent or as bailee, as the case may be, for the Revolving Credit Agent for purposes of perfecting the Lien of the Revolving Credit Agent thereon.

New Liens. Until Subject to the Senior Secured Obligations shall have been Paid in Fullother provisions of this Section 7, (i) each Agent agrees, on behalf of the applicable Secured Parties, that no Agent, on behalf of the applicable Secured Parties, nor any other Secured Party, shall acquire or hold any Lien on any assets of any 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 Obligor agrees not to grant any Lien on any of its assets assets, or permit any of its Subsidiaries to xxxxx x Xxxx on any of its assets, in favor of any Agentof any Junior Creditor unless, on behalf of the applicable Secured Partiesprior to or contemporaneously therewith, unless it it, or such Subsidiary, has granted a similar Lien on such assets in favor of each Senior Agent and the other Agent, on behalf of the applicable Senior Secured Parties (in either case, except to Parties. To the extent that the assets foregoing provisions are not complied with for any reason, the Junior Creditors agree that (i) any amounts received by or distributed to any Junior Creditor pursuant to or as a result of Liens granted in contravention of this Section 7.8 shall be subject to this Agreement such Liens are not required that proceeds thereof will be treated as proceeds of Collateral subject to be pledged Section 4 hereof and (ii) the Junior Creditors shall hold any such Collateral as Collateral for the respective Obligations to the extent provided in the ABL Documents, the Notes Priority Documents, the Second Lien Documents agent or the Subordinated Lien Documentsas bailee, as the case may be), for the each Senior Agent and the Senior Secured Parties for purposes of perfecting the Lien of the Senior Agents and the Senior Secured Parties thereon. If Each Obligor hereby agrees that, if, pursuant to the provisions of either the Senior Documents or the Subordinated Documents, an Obligor shall be required to cause any Agent shall (nonetheless and in breach hereof) acquire any Lien on any assets of any Grantor Subsidiary that is not an Obligor to secure any Obligationsbecome an Obligor, which assets are not also subject to a Lien in favor of each other Agent to secure the applicable Obligations, then the Agent acquiring such Lien shall, without the need or if for any further consent of reason an Obligor desires any other Person such Subsidiary to become an Obligor, such Subsidiary shall execute and notwithstanding anything to the contrary in any Security Documents, either (x) release such Lien 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 deliver to the Senior Representative Agents and the Junior Creditors a joinder (in form and substance satisfactory to secure the Senior Secured Obligations (in which case Agents) and shall thereafter for all purposes be a party hereto and have the Junior Representative may retain a Junior Lien same rights, benefits and obligations as an Obligor hereto on such assets subject to the terms hereof)date first written above.