Common use of No New Liens; Non-Collateral Assets Clause in Contracts

No New Liens; Non-Collateral Assets. (a) So long as the Discharge of First-Lien Obligations has not occurred, the parties hereto agree that the Parent shall not, and shall not permit any other Grantor or Subsidiary to, (i) grant or permit any additional Liens, or take any action to perfect any Liens, on any asset or property to secure any Second-Lien Obligation unless it has also granted or contemporaneously grants to the First-Lien Agents a Lien on such asset or property to secure the First-Lien Obligations and has taken or is contemporaneously taking all actions to perfect such Liens in favor of the First-Lien Agents or (ii) grant or permit any additional Liens, or take any action to perfect any Liens, on any asset or property to secure any First-Lien Obligation unless it has also granted or contemporaneously grants to the Second-Lien Agent a Lien on such asset or property to secure the Second-Lien Obligations and has taken or is contemporaneously taking all actions to perfect such Liens in favor of the Second-Lien Agent; provided that the Parent shall provide notice to each Agent if a First-Lien Agent or the Second-Lien Agent has been granted a security interest or becomes perfected with respect to any additional Liens on any asset or property to secure any First-Lien Obligations or the Second-Lien Obligations, as applicable, and in such event, the Parent or such other Grantor or Subsidiary, as applicable, shall contemporaneously grant such additional Liens, or take such additional action as is necessary to perfect any Liens so granted, in favor of a First-Lien Agents or the Second-Lien Agent, as applicable. 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 Agents and the other First-Lien Creditors, the Second-Lien Agent, on behalf of itself and the other Second-Lien Claimholders, and each other Second-Lien Claimholder (by its acceptance of the benefits of the Second-Lien Loan Documents), 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 hold and be deemed to have held such Lien for the benefit of the First-Lien Agent as security for the First-Lien Obligations (and all amounts received by or distributed to any of them pursuant to or as a result of the Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2). All proceeds of such additional Collateral shall in any event be applied in accordance with this Agreement. It is acknowledged and agreed that certain actions with respect to the perfection of Collateral in favor of the First-Lien Agents may be completed by the Grantors after the date hereof as agreed in the First-Lien Credit Documents, and until such time, there shall not be a breach of this Agreement as a result of the Second-Lien Agent but not a First-Lien Agent, being perfected. (b) The First-Lien Agents and the Second-Lien Agent acknowledge and agree there may be certain limited assets of the Grantors that constitute Non-Collateral Assets at a particular time of reference. In connection therewith, the First-Lien Agents and the Second-Lien Agent further acknowledge and agree that, in the event that a First-Lien Agent exercises its rights to perfect a Lien in all or any portion of the Non-Collateral Asset, from and after the date upon which a First-Lien Agent or the Second-Lien Agent takes steps to perfect its Lien therein, such other Non-Collateral Asset (or the applicable portion thereof) shall constitute Collateral for all purposes hereof and shall no longer be Non-Collateral Assets hereunder. Upon the perfection of its Lien in any such Non-Collateral Asset by a First-Lien Agent, the Parent or applicable Grantor shall grant to the Second-Lien Agent and the other First-Lien Agent a Lien on such Non-Collateral Asset and cooperate with the Second-Lien Agent and the other First-Lien Agent in order to perfect such Lien in favor of the Second-Lien Agent, with any such Lien to be subject to the terms of this Agreement, in the case of the Second-Lien Agent, and to be subordinate to the Lien in such Collateral in favor of the First-Lien Agents on the same basis as the other Liens securing the First-Lien Obligations.

No New Liens; Non-Collateral Assets. (a) So long as the Discharge of First-Lien Obligations has not occurred, the parties hereto agree that the Parent shall not, and shall not permit any other Grantor or Subsidiary to, (i) grant or permit any additional Liens, or take any action to perfect any Liens, on any asset or property to secure any Second-Lien Obligation unless it has also granted or contemporaneously grants to the First-Lien Agents Agent a Lien on such asset or property to secure the First-Lien Obligations and has taken or is contemporaneously taking all actions to perfect such Liens in favor of the First-Lien Agents Agent or (ii) grant or permit any additional Liens, or take any action to perfect any Liens, on any asset or property to secure any First-Lien Obligation unless it has also granted or contemporaneously grants to the Second-Lien Agent a Lien on such asset or property to secure the Second-Lien Obligations and has taken or is contemporaneously taking all actions to perfect such Liens in favor of the Second-Lien Agent; provided that the Parent shall provide notice to each Agent if a the First-Lien Agent or the Second-Lien Agent has been granted a security interest or becomes perfected with respect to any additional Liens on any asset or property to secure any the First-Lien Obligations or the Second-Lien Obligations, as applicable, and in such event, the Parent or such other Grantor or Subsidiary, as applicable, shall contemporaneously grant such additional Liens, or take such additional action as is necessary to perfect any Liens so granted, in favor of a the First-Lien Agents Agent or the Second-Lien Agent, as applicable. 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 Agents Agent and the other First-Lien Creditors, the Second-Lien Agent, on behalf of itself and the other Second-Lien Claimholders, and each other Second-Lien Claimholder (by its acceptance of the benefits of the Second-Lien Loan Documents), 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 hold and be deemed to have held such Lien for the benefit of the First-Lien Agent as security for the First-Lien Obligations (and all amounts received by or distributed to any of them pursuant to or as a result of the Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2). All proceeds of such additional Collateral shall in any event be applied in accordance with this Agreement. It is acknowledged and agreed that certain actions with respect to the perfection of Collateral in favor of the First-Lien Agents Agent may be completed by the Grantors after the date hereof as agreed in the First-Lien Credit Documents, and until such time, there shall not be a breach of this Agreement as a result of the Second-Lien Agent but not a the First-Lien Agent, being perfected. (b) The First-Lien Agents Agent and the Second-Lien Agent acknowledge and agree there may be certain limited assets of the Grantors that constitute Non-Collateral Assets at a particular time of reference. In connection therewith, the First-Lien Agents Agent and the Second-Lien Agent further acknowledge and agree that, in the event that a the First-Lien Agent exercises its rights to perfect a Lien in all or any portion of the Non-Collateral Asset, from and after the date upon which a the First-Lien Agent or the Second-Lien Agent takes steps to perfect its Lien therein, such other Non-Collateral Asset (or the applicable portion thereof) shall constitute Collateral for all purposes hereof and shall no longer be Non-Collateral Assets hereunder. Upon the perfection of its Lien in any such Non-Collateral Asset by a the First-Lien Agent, the Parent or applicable Grantor shall grant to the Second-Lien Agent and the other First-Lien Agent a Lien on such Non-Collateral Asset and cooperate with the Second-Lien Agent and the other First-Lien Agent in order to perfect such Lien in favor of the Second-Lien Agent, with any such Lien to be subject to the terms of this Agreement, in the case of the Second-Lien Agent, Agreement and to be subordinate to the Lien in such Collateral in favor of the First-Lien Agents Agent on the same basis as the other Liens securing the First-Lien Obligations.

No New Liens; Non-Collateral Assets. (a) So long as the Discharge of First-First Lien Obligations has not occurred, the parties hereto agree that the Company and the Parent shall not, and shall not permit any other Grantor or Subsidiary to, (i) grant or permit any additional Liens, or take any action to perfect any Liens, on any asset or property to secure any Second-Second Lien Obligation unless it has also granted or contemporaneously grants to the First-First Lien Agents Agent a Lien on such asset or property to secure the First-First Lien Obligations and has taken or is contemporaneously taking all actions to perfect such Liens in favor of the First-Lien Agents or (ii) grant or permit any additional Liens, or take any action to perfect any Liens, on any asset or property to secure any First-Lien Obligation unless it has also granted or contemporaneously grants to the Second-Lien Agent a Lien on such asset or property to secure the Second-Lien Obligations and has taken or is contemporaneously taking all actions to perfect such Liens in favor of the Second-First Lien Agent; provided that the Company or the Parent shall provide notice to each the Second Lien Collateral Agent if a First-Lien Agent or the Second-First Lien Agent has been granted a security interest or becomes perfected with respect to any additional Liens on any asset or property to secure any First-Lien Obligations or se- cure the Second-First Lien Obligations, as applicable, and in such event, the Company, the Parent or such other Grantor or Subsidiary, as applicable, shall contemporaneously grant such additional Liens, or take such additional action (other than delivery of possession of any Collateral or control over any Collateral that is not required to be subject to control pursuant to Second Lien Security Documents) as is necessary to perfect any Liens so granted, in favor of a First-the Second Lien Agents or the Second-Lien Collateral Agent, as applicable. 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-First Lien Agents Agent and the other First-First Lien Creditors, the Second-Second Lien Collateral Agent, on behalf of itself and the other Second-Second Lien Claimholders, and each other Second-Second Lien Claimholder (by its acceptance of the benefits of the Second-Second Lien Loan Documents), shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other Second-Second Lien Loan Document (x) hold and be deemed to have held such Lien for the benefit of the First-First Lien Agent as security for the First-First Lien Obligations (and all amounts received by or distributed to any of them pursuant to or as a result of the Liens granted in contravention of this Section 2.3 shall be subject to Section 4.2)) and (y) at the request of the First Lien Agent, either assign such Lien to the First Lien Agent to secure the First Lien Obligations (in which case the Second Lien Collateral Agent will retain a second-priority lien on such assets subject to the terms of this Agreement) or release such Lien. All proceeds of such additional Collateral shall in any event be applied in accordance with this Agreement. It is acknowledged and agreed that certain actions with respect to the perfection of Collateral in favor of the First-Lien Agents may be completed by the Grantors after the date hereof as agreed in the First-Lien Credit Documents, and until such time, there shall not be a breach of this Agreement as a result of the Second-Lien Agent but not a First-Lien Agent, being perfected. (b) The First-First Lien Agents Agent and the Second-Second Lien Collateral Agent acknowledge and agree that (i) as of the date hereof, the Second Lien Collateral Agent is not requiring the Company, the Parent or any other Grantor to provide to the Second Lien Collateral Agent a perfected Lien on real property on which the Borrower has not granted the First Lien Agent a mortgage or deed of trust or motor vehicles or other equipment covered by certificates of title or ownership owned or leased by the Company, the Parent or any other Grantor (such real property and motor vehicles or other equipment covered by certificates of title or ownership, herein, the “Title Assets”), provided, however, that the First Lien Agent has the right at certain times and from time to time, pursuant to the terms of the Credit Agreement and the First Lien Security Agreement, to require the Company, the Parent and each other Grantor to deliver to the First Lien Agent titles to non-real property Title Assets and mortgages or deeds of trust with respect to real property (and take such other steps as may be reasonably requested by the First Lien Agent) in order to provide the First Lien Agent, for the benefit of the First Lien Creditors, a perfected, first-priority security interest in such Title Assets, and (ii) there may be certain other limited assets of the Grantors that constitute Non-Collateral Assets at a particular time of reference. In connection therewith, the First-First Lien Agents Agent and the Second-Second Lien Collateral Agent further acknowledge and agree that, in the event that a First-the First Lien Agent exercises its rights or has exercised its rights to perfect a Lien in all or any portion of the Title Assets or any other Non-Collateral Asset, then (i) with respect to the Title Assets, from and after the date upon which the title to any motor vehicle or other equipment covered by certificates of title or ownership is delivered to the First Lien Agent (or the Control Agent) or any mortgage or deed of trust is recorded on any real property, such equipment or real property shall constitute Collateral for all purposes hereof and shall no longer be Title Assets hereunder and (ii) with respect to any other Non-Collateral Asset, from and after the date upon which a First-the First Lien Agent or the Second-Second Lien Collateral Agent takes steps to perfect its obtains a grant of Lien and security interest therein, such other Non-Collateral Asset (or the applicable portion thereof) shall constitute Collateral for all purposes hereof and shall no longer be Non-Collateral Assets hereunder. Upon the perfection by the First Lien Agent or any other First Lien Creditor of its a Lien in any such Title Asset or grant by a Grantor in favor of the First Lien Agent, for the benefit of the First Lien Creditors, of a lien or security interest in any other Non-Collateral Asset by a First-Lien AgentAsset, in each case after the date hereof, the Company, the Parent or applicable Grantor shall grant to the Second-Second Lien Agent and the other First-Lien Collateral Agent a Lien on such Title Asset or other Non-Collateral Asset and and, to the extent the First Lien Agent has perfected such Lien, shall cooperate with the Second-Second Lien Agent and the other First-Lien Collateral Agent in order to perfect such Lien in favor of the Second-Second Lien Collateral Agent, with any such Lien to be subject to the terms of this Agreement, in the case of the Second-Lien Agent, Agreement and to be subordinate to the Lien in such Collateral in favor of the First-First Lien Agents Agent on the same basis as the other Liens securing the First-First Lien Obligations.