No New Liens. Until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Secured Party shall acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
Appears in 6 contracts
Samples: Additional Receivables Intercreditor Agreement (HCA Holdings, Inc.), Additional Receivables Intercreditor Agreement (HCA Holdings, Inc.), Additional Receivables Intercreditor Agreement (HCA Holdings, Inc.)
No New Liens. Until the date upon which Prior to the Discharge of ABL Obligations shall have occurredObligations, the parties hereto agree that no New First the Borrower shall not, and shall not permit any other Loan Party to grant or permit any additional Liens on any ABLProperty (other than Non-Shared Collateral) to secure the Shared CollateralTerm Obligations unless it has granted or concurrently grants a Lien Secured on such ABLProperty (other than Non-Shared Collateral) to secure the ABL Obligations or grant or permit any additional Liens on any asset or pProperty to secure any ABL Obligations (other than assets or pProperty owned by any ABL Loan Party organized in Canada) unless it has granted or concurrently grants a Lien on such ABL CollateralProperty to secure the Shared CollateralTerm Obligations. If any Loan Party shall acquire or hold (nonetheless and in breach hereof) permit any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables ABL Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds ABL Obligation Property (other than assets or pProperty owned by any ABL Loan Party organized in Canada) securing any ABL Obligation which assets are not also subject to the Lien of the ABL Shared Collateral Agent Agents under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Shared Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral ABL Agent (or the applicable New First Lien relevant ABL Secured Party) shall, without the need for any further consent of any other New First Lien ABL Secured Party Party, any ABL Borrower or any ABL Guarantor, and notwithstanding anything to the contrary in any other New First Lien ABL Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Shared Collateral Agent Agents as security for the ABL Shared Collateral Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Shared Collateral Agent Agents in writing of the existence of such Lien.
Appears in 5 contracts
Samples: Credit Agreement (Toys R Us Inc), Credit Agreement (Toys R Us Inc), Intercreditor Agreement (Toys R Us Inc)
No New Liens. Until the date upon which The parties hereto agree that, so long as the Discharge of ABL First-Out Obligations shall have has not occurred, none of the parties hereto agree Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Second-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the First-Out Obligations and has taken all actions required to perfect such Liens; or (b) grant or permit any additional Liens on any asset of a Grantor to secure any First-Out Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second-Out Obligations and has taken all actions required to perfect such Liens. To the extent that no New First the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien upon any Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the First-Out Agent or the other First-Out Secured Parties, the Second-Out Agent, for itself and on behalf of the other Second-Out Secured Parties, agrees that any amounts received by or distributed to any Second-Out Secured Party shall acquire pursuant to or hold as a result of any Lien on any accounts receivable granted in contravention of any Grantor, the proceeds thereof this Section 2.03 or any deposit such release or other accounts lack of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are not also perfection shall be subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated hereinSection 3.05(b). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
Appears in 5 contracts
Samples: Credit Agreement, Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)
No New Liens. Until Subject to Section 2.6 hereof, the date upon which parties hereto agree that, so long as the Discharge of ABL First Lien Obligations has not occurred, (a) none of the Obligors shall have grant or permit any additional Liens on any asset or property of any Obligor to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Directing First Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the First Lien Obligations; and (b) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Directing Second Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the Second Lien Obligations. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Obligors, the parties hereto agree that no New First if any Second Lien Secured Party Claimholder shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Obligor securing any New First Second Lien Obligation, if such accounts and proceeds Obligation which assets are not also subject to the first priority Lien of the ABL Collateral Agent First Lien Claimholders under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject then, without limiting any other rights and remedies available to the Lien Priority set forth herein, then the New any First Lien Collateral Agent (or the applicable New other First Lien Secured Party) shallClaimholders, without the need for applicable Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that any further consent amounts received by or distributed to any of any other New First Lien Secured Party and notwithstanding anything them pursuant to the contrary in any other New First Lien Document, or as a result of Liens so granted shall be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienSection 4.2.
Appears in 4 contracts
Samples: First Lien Credit Agreement (Cotiviti Holdings, Inc.), Second Lien Credit Agreement (Cotiviti Holdings, Inc.), Second Lien Credit Agreement (Cotiviti Holdings, Inc.)
No New Liens. Until the date upon which the Discharge of ABL Obligations shall have occurred, the The parties hereto agree that no New none of the Grantors shall, or shall permit any of its subsidiaries to, (a) so long as the Discharge of First Lien Obligations has not occurred, (i) grant or permit any additional Liens on any asset to secure any Second Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations and the Third Lien Obligations, (ii) grant or permit any additional Liens on any asset to secure any Third Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations and the Second Lien Obligations, or (iii) grant or permit any additional Liens on any asset to secure any First Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations and the Third Lien Obligations, and (b) after the Discharge of First Lien Obligations has occurred and so long as the Discharge of Second Lien Obligations has not occurred, (i) grant or permit any additional Liens on any asset to secure any Third Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, (ii) grant or permit any additional Liens on any asset to secure any Second Lien Obligations unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Third Lien Obligations, in each case, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or the other First Lien Secured Parties, or the Second Lien Collateral Agent or the other Second Lien Secured Parties, each of the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, and the Third Lien Collateral Agent, for itself and on behalf of the other Third Lien Secured Parties, agrees (i) that any amounts received by or distributed to any Second Lien Secured Party or Third Lien Secured Party, as applicable, pursuant to or as a result of any Lien granted in contravention of this Section shall acquire be subject to Section 4.02, (ii) if the Second Lien Collateral Agent or hold any Second Lien Secured Party acquires any Lien on any accounts receivable assets of any GrantorParent, the proceeds thereof Company or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds assets are not also subject to the Lien of the ABL First Lien Collateral Agent under the ABL First Lien Collateral Documents (and/or the Lien of the Third Lien Collateral Agent under the Third Lien Collateral Documents, then without the need for any further action or consent of any other Person, the Second Lien Collateral Agent shall be deemed to hold and have held such Lien for the benefit of the First Lien Collateral Agent as security of the First Lien Obligations and for the benefit of the Third Lien Collateral Agent as security for the Third Lien Obligations, in each case subject to the lien subordination provisions set forth in this Agreement and (iii) if the Third Lien Priorities contemplated herein). If Collateral Agent or any New First Third Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold acquires any Lien on any such accounts assets of Parent, Company or proceeds securing any New First Lien Obligation, Grantor which accounts and proceeds assets are not also subject to the Lien of the ABL First Lien Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Documents and/or the Lien of the Second Lien Collateral Agent (or under the applicable New First Second Lien Secured Party) shallCollateral Documents, then without the need for any further action or consent of any other New First Person, the Third Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, Collateral Agent shall be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL First Lien Collateral Agent as security of the First Lien Obligations and for the benefit of the Second Lien Collateral Agent as security for the ABL Obligations (Second Lien Obligations, in each case subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent lien subordination provisions set forth in writing of the existence of such Lienthis Agreement.
Appears in 4 contracts
Samples: Second Lien Subordinated Note Purchase Agreement (NextWave Wireless Inc.), Third Lien Subordinated Exchange Note Exchange Agreement (Navation, Inc.), Third Lien Subordinated Exchange Note Exchange Agreement (Manchester Financial Group, LP)
No New Liens. Until the date upon which So long as the Discharge of ABL First Lien Obligations shall have has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any or any other Grantor, the parties hereto agree that no New the Borrower will not, and will not permit any other Grantor to:
(a) grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation or any Third Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure all of the First Lien Secured Party Obligations, the parties hereto agreeing that any such Lien shall acquire be subject to Section 2.4 hereof; provided that notwithstanding anything in this Agreement to the contrary, prior to the Discharge of First Lien Obligations, cash and cash equivalents may be pledged to secure First Lien Obligations consisting of reimbursement obligations in respect of letters of credit pursuant to the First Lien Documents without granting a Lien thereon to secure any Second Lien Obligations or hold any Third Lien Obligations;
(b) grant or permit any additional Liens on any asset or property to secure any First Lien Obligation or any Third Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure all of the Second Lien Obligations; provided that this provision will not be violated if the Collateral Agent is given a reasonable opportunity to accept a Lien on any accounts receivable of any Grantor, the proceeds thereof asset or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee property for the benefit of the ABL Second Lien Secured Parties and the Collateral Agent as security states in writing that the Second Lien Documents prohibit the Collateral Agent from accepting a Lien on such asset or property or the Second Lien Administrative Agent otherwise expressly declines to accept a Lien on such asset or property;
(c) grant or permit any additional Liens on any asset or property to secure any First Lien Obligation or any Second Lien Obligation unless it has granted or concurrently grants a Lien on such asset or property to secure all of the Third Lien Obligations; provided that this provision will not be violated if the Collateral Agent is given a reasonable opportunity to accept a Lien on any asset or property for the ABL Obligations (benefit of the Third Lien Secured Parties and the Collateral Agent states in writing that the Third Lien Documents prohibit the Collateral Agent from accepting a Lien on such asset or property or the Trustee otherwise expressly declines to accept a Lien on such asset or property. Prior to the Discharge of First Lien Obligations, 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 Secured Parties, the Collateral Agent, on behalf of the Second Lien Secured Parties and the Third Lien Secure Parties, agrees that any amounts received by or distributed to it pursuant to or as a result of Liens granted in contravention of this Section 2.13 shall be subject to Section 3.4. Prior to both the Discharge of First Lien Priority Obligations and the Discharge of Second Lien Obligations, to the extent that the foregoing provisions are not complied with for any reason, without limiting any other terms hereof) rights and shall use its best efforts remedies available to promptly notify the ABL First Lien Secured Parties and the Second Lien Secured Parties, the Collateral Agent in writing Agent, on behalf of the existence Third Lien Secured Parties, agrees that any amounts received by or distributed to it pursuant to or as a result of Liens granted in contravention of this Section 2.13 shall be subject to Section 3.4. Notwithstanding the foregoing or Section 2.14, any Grantor may grant or permit Liens on cash or cash equivalents to the issuers of letters of credit (and/or any lenders participating in the facilities under which such letters of credit are issued) to satisfy requirements set forth in the reimbursement agreement for such letters of credit or the related facilities with respect to the cash collateralization of such Lienletters of credit without granting a lien on such cash or cash equivalents to secure any other Secured Obligation.
Appears in 4 contracts
Samples: First Lien Credit and Guaranty Agreement (Alion Science & Technology Corp), Intercreditor Agreement (Alion Science & Technology Corp), Intercreditor Agreement (Alion - BMH CORP)
No New Liens. Until the date upon which So long as the Discharge of ABL First Lien Obligations shall have occurredhas not occurred and subject to Section 6, the parties hereto agree that no New First Second Lien Agent, for itself and on behalf of the Second Lien Secured Party Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Pledgor, it shall not acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Company or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Pledgor securing any New First Second Lien Obligation, if such accounts and proceeds Obligations that are not also subject to the first-priority Lien in respect of the ABL Collateral Agent First Lien Obligations under the ABL Documents (and subject to the First Lien Priorities contemplated herein)Documents. If the Second Lien Agent or any New First Second Lien Secured Party shall (nonetheless and whether or not in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are property that is not also subject to the first-priority Lien in respect of the ABL Collateral Agent First Lien Obligations under the ABL First Lien Documents, subject to the Lien Priority set forth herein, then the New First Second Lien Collateral Agent (or the applicable New First such Second Lien Secured Party) , as the case may be, shall, without the need for any further consent of any other New First Lien Secured Party person and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral First Lien Agent and the First Lien Secured Parties as security for the ABL First Lien Obligations (subject to the Lien Priority lien priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral First Lien Agent in writing of the existence of such Lien (if and to the extent the Second Lien Agent or such Second Lien Secured Party has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by the First Lien Agent to assign or release such Liens to the First Lien Agent as security for the applicable First Lien Obligations. Notwithstanding anything to the contrary set forth in the foregoing paragraph of this Section 2.3 or any other part of this Agreement, the foregoing paragraph shall not apply with respect to any First Lien Obligations that, by their express terms, are not intended to be secured by all of the Common Collateral and, in particular, are not intended to be secured by such assets but only to the extent of such assets (and the First Lien Agent and Second Lien Agent may rely conclusively on a certificate to that effect provided to them by the Company upon either the First Lien Agent or the Second Lien Agent’s reasonable request without further inquiry).
Appears in 3 contracts
Samples: Credit Agreement (Talos Energy Inc.), Intercreditor Agreement (Talos Energy Inc.), Credit Agreement (Talos Energy Inc.)
No New Liens. Until the date upon which (a) So long as the Discharge of ABL Super Priority Obligations shall have has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Borrowers or any other Grantor, the parties hereto agree that no New First the Borrowers shall not, and shall not permit any other Grantor to:
(i) grant or permit any additional Liens on any asset or property to secure any Indenture Obligations or Second Lien Secured Party shall acquire Obligations unless it has granted or hold any concurrently grants a Lien on such asset or property to secure the Super Priority Obligations; or
(ii) grant or permit any accounts receivable additional Liens on any asset or property to secure any Super Priority Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Indenture Obligations and the Second Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Super Priority Agent and/or the Super Priority Claimholders, (x) the Collateral Agent, on behalf of the Indenture 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 (y) the Second Priority Agent, on behalf of the 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.
(b) So long as the Discharge of Indenture Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Borrowers or any other Grantor, the proceeds thereof parties hereto agree that the Borrowers shall not, and shall not permit any other Grantor to:
(i) grant or permit any deposit additional Liens on any asset or other accounts of property to secure any Grantor in which accounts receivable Second Lien Obligations unless it has granted or proceeds thereof are held concurrently grants a Lien on such asset or deposited, in each case of property to secure the type Indenture Obligations; or
(ii) grant or permit any additional Liens on any asset or property to secure any Indenture Obligations unless it has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations. To the extent that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds foregoing provisions are not also complied with for any reason, without limiting any other rights and remedies available to the Collateral Agent and/or the Indenture Claimholders, the Second Priority Agent, on behalf of 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 the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienSection 4.2.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Stratus Technologies Bermuda Holdings Ltd.), Second Lien Credit Agreement (Stratus Technologies Bermuda Holdings Ltd.), Intercreditor Agreement (Stratus Technologies Bermuda Holdings Ltd.)
No New Liens. Until (a) It is the anticipation of the parties, that until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that except as provided under Section 6.1(b) no New First Lien Term Secured Party shall acquire or hold any consensual Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Party securing any New First Lien Obligation, if such accounts and proceeds Term Obligation (other than the Term Exclusive Collateral) which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein)Documents. If any New First Lien Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Lien Obligation, Term Obligation (other than the Term Exclusive Collateral) which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Controlling Term Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Term Secured Party, the Company or any Term Credit Party and notwithstanding anything to the contrary in any other New First Lien Term Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienLien upon becoming aware thereof.
(b) It is the anticipation of the parties, that until the date upon which the Discharge of Term Obligations shall have occurred, except as provided under Section 6.1(a) no ABL Secured Party shall acquire or hold any consensual Lien on any assets of any Credit Party securing any ABL Obligation (other than the ABL Exclusive Collateral) which assets are not also subject to the Lien of the Term Agents under the Term Documents. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation (other than the ABL Exclusive Collateral) which assets are not also subject to the Lien of the Term Agents under the Term Documents, then the ABL Agent shall, without the need for any further consent of any other ABL Secured Party, the Company or any ABL Credit Party and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such Lien as agent or bailee for the benefit of the relevant Term Agents as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the relevant Term Agent in writing of the existence of such Lien upon becoming aware thereof.
Appears in 3 contracts
Samples: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.)
No New Liens. Until the date upon which So long as the Discharge of ABL First Lien Obligations shall have occurredhas not occurred and subject to Section 6, the parties hereto agree that no New First Applicable Second Lien Agent and each other Second Lien Obligations Representative, for itself and on behalf of the applicable Second Lien Obligations Secured Party Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Pledgor, it shall not acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Company or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Pledgor securing any New First Second Lien Obligation, if such accounts and proceeds Obligations that are not also subject to the first-priority Lien in respect of the ABL Collateral Agent First Lien Obligations under the ABL Documents (and subject to the First Lien Priorities contemplated herein)Obligations Documents. If the Applicable Second Lien Agent, any New First Second Lien Obligations Representative or any Second Lien Obligations Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are property that is not also subject to the first-priority Lien in respect of the ABL Collateral Agent First Lien Obligations under the ABL First Lien Obligations Documents, subject to the Lien Priority set forth herein, then the New First Applicable Second Lien Collateral Agent (Agent, such Second Lien Obligations Representative or the applicable New First such Second Lien Obligations Secured Party) , as the case may be, shall, without the need for any further consent of any other New First Lien Secured Party person and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Applicable First Lien Agent and the First Lien Obligations Representatives as security for the ABL First Lien Obligations (subject to the Lien Priority lien priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Applicable First Lien Agent and each First Lien Obligations Representative in writing of the existence of such Lien (if and to the extent the Applicable Second Lien Agent, such Second Lien Obligations Representative or such Second Lien Obligations Secured Party has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by the Applicable First Lien Agent or any First Lien Obligations Representative to assign or release such Liens to the Applicable First Lien Agent (but may retain a junior lien on such assets or property subject to the terms hereof) or, in the event that such Liens do not secure all First Lien Obligations, the relevant First Lien Obligations Representative (and/or each of their respective designees) as security for the applicable First Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any First Lien Obligations Representative or any other First Lien Obligations Secured Party, each Second Lien Obligations Representative agrees, for itself and on behalf of the other Second Lien Obligations Secured Parties, that any amounts received by or distributed to any Second Lien Obligations Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.3 shall be subject to Section 4.3. Notwithstanding anything to the contrary set forth in the foregoing paragraph of this Section 2.3 or any other part of this Agreement, the foregoing paragraph shall not apply with respect to any Series of First Lien Facility Obligations or Other First Lien Obligations that, by their terms, are not intended to be secured by all of the Common Collateral and, in particular, are not intended to be secured by such assets but only to the extent of such assets (and the relevant First Lien Obligations Representative and Second Lien Obligations Representative may rely conclusively on a certificate to that effect provided to it by the Company upon its reasonable request without further inquiry). Notwithstanding anything in this Agreement or any other First Lien Obligations Documents or Second Lien Obligations Documents to the contrary, collateral consisting of cash and cash equivalents pledged to secure First Lien Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the First Lien Obligations Representative pursuant to Section 2.05(e) of the First Lien Facility (or any equivalent successor provision) shall be applied as specified in the First Lien Facility and will not constitute Common Collateral.
Appears in 3 contracts
Samples: Intercreditor Agreement, First Lien/Second Lien Intercreditor Agreement (ADT, Inc.), First Lien/Second Lien Intercreditor Agreement (ADT, Inc.)
No New Liens. Until the date upon which (a) So long as the Discharge of ABL Obligations shall have Priority Claims has not occurred, each Term Loan Agent agrees, for itself and on behalf of each applicable Term Loan Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the parties hereto agree Company or any other Grantor, that no New First Lien Secured Party it shall not acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Company or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien ObligationTerm Loan Claims that, if such accounts and proceeds to the extent permissible under applicable law, are not also subject to the Lien in respect of the ABL Collateral Agent Claims under the ABL Documents (and subject to the Lien Priorities contemplated herein)Loan Documents. If a Term Loan Agent or any New First Lien Secured Party Term Loan Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of a Grantor (and such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are is validly granted under the Term Loan Documents) that is not also subject to the Lien in respect of the ABL Collateral Agent Claims under the ABL Loan Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral applicable Term Loan Agent (or shall, to the extent permissible under applicable New First Lien Secured Party) shalllaw, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations Claims (subject to the Lien Priority priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienLien and in any event take such actions as may be requested by the ABL Agent to assign or release such Liens to the ABL Agent (and/or its designee) as security for the ABL Claims.
(b) So long as the Discharge of Term Loan Claims has not occurred, the ABL Agent agrees, for itself and on behalf of each applicable ABL Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that it shall not acquire or hold any Lien on any assets of the Company or any other Grantor securing any ABL Claims that, to the extent permissible under applicable law, are not also subject to the Liens in respect of the Term Loan Claims under the Term Loan Documents. If the ABL Agent or any ABL Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of a Grantor (and such Lien is validly granted under the ABL Loan Documents) that is not also subject to the Liens in respect of the Term Loan Claims under the Term Loan Documents, then the ABL Agent shall, to the extent permissible under applicable law, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Term Loan Agent as security for the Term Loan Claims (subject to the Lien priority and other terms hereof) and shall promptly notify each Term Loan Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the Term Loan Agents to assign or release such Liens to the applicable Term Loan Agent (and/or its designees) as security for the applicable Term Loan Claims.
Appears in 3 contracts
Samples: Intercreditor Agreement (AZEK Co Inc.), Intercreditor Agreement (CPG Newco LLC), Intercreditor Agreement (CPG Newco LLC)
No New Liens. Until the date upon which So long as the Discharge of ABL Obligations Senior Lender Claims has not occurred and subject to Section 6, each Second Priority Agent agrees, for itself and on behalf of each applicable Second Priority Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, that it shall have occurred, the parties hereto agree that no New First Lien Secured Party shall not acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Borrower or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds Second Priority Claims that are not also subject to the first-priority Lien in respect of the ABL Collateral Agent Senior Lender Claims under the ABL Documents (and subject to the Lien Priorities contemplated herein)Senior Lender Documents. If any New First Lien Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are collateral that is not also subject to the first-priority Lien in respect of the ABL Collateral Agent Senior Lender Claims under the ABL Senior Lender Documents, subject to the Lien then such Second Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent First Lien Agents as security for the ABL Obligations Senior Lender Claims (subject to the Lien Priority lien priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral each First Lien Agent in writing of the existence of such LienLien and in any event take such actions as may be requested by any First Lien Agent to assign or release such Liens to the First Lien Agents (and/or each of its designee) as security for the applicable Senior Lender Claims.
Appears in 3 contracts
Samples: Intercreditor Agreement (Aeroways, LLC), Credit Agreement (Aeroways, LLC), Credit Agreement (Cke Restaurants Inc)
No New Liens. Until the date upon which The parties hereto agree that, so long as the Discharge of ABL Revolver Obligations shall have has not occurred, none of the parties hereto agree that no New First Lien Secured Party Grantors shall, nor shall acquire any Grantor permit any of its subsidiaries to, (a) grant or hold permit any additional Liens on any asset of a Grantor to secure any Term Loan Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Revolver Obligations and has taken all actions required to perfect such Liens; or (b) grant or permit any accounts receivable additional Liens on any asset of a Grantor to secure any GrantorRevolver Obligation, or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the proceeds thereof or any deposit or other accounts of any Grantor Term Loan Obligations and has taken all actions required to perfect such Liens. Any liens granted in which accounts receivable or proceeds thereof are held or deposited, accordance with this Section 4.03 shall be granted in each case favor of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (Trustee and subject to the terms of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, or should any Lien Priorities contemplated herein). If upon any New First Lien Shared Collateral be released or become unperfected due to breach of this Agreement or due to inadvertence, neglect or error by any of the Priority Secured Parties, without limiting any other right or remedy available to the Collateral Trustee, the Revolver Agent or the other Revolver Secured Parties, the Term Loan Agent, for itself and on behalf of the other Term Loan Secured Parties, agrees that any amounts received by or distributed to any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire pursuant to or hold as a result of any Lien on granted in contravention of this Section 4.03 or any such accounts release or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also lack of perfection shall be subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienSection 5.05(b).
Appears in 3 contracts
Samples: Collateral Trust Agreement, Collateral Trust Agreement (Chesapeake Energy Corp), Term Loan Agreement (Chesapeake Energy Corp)
No New Liens. Until the date upon which (a) So long as the Discharge of ABL First-Lien Obligations shall have has not occurred, the parties hereto agree that no New First the Borrower shall not, and shall not permit any other Grantor to, grant or permit any additional Liens, or take any action to perfect any additional Liens, on any asset or property to secure any Second-Lien Secured Party shall acquire Obligation unless it has also granted or hold any contemporaneously grants a Lien on any accounts receivable of any Grantor, such asset or property to secure the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of First-Lien Obligations and has taken all actions required to perfect such Liens. To the type extent that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds foregoing provisions are not also subject complied with for any reason, without limiting any other rights and remedies available to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First First-Lien Collateral Agent and/or the other First-Lien Creditors, the Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, and each other Second-Lien Creditor (by its acceptance of the benefits of the Second-Lien Notes Documents), 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 hereof.
(b) So long as the applicable New First Discharge of Second-Lien Secured Party) shallObligations has not occurred, without the need for any further consent of parties hereto agree that the Borrower shall not, and shall not permit any other New First Grantor to, grant or permit any additional Liens, or take any action to perfect any additional Liens, on any asset or property to secure any First-Lien Secured Party Obligation unless it has also granted or contemporaneously grants a Lien on such asset or property (other than the Excluded Second-Lien Collateral) to secure the Second-Lien Obligations and notwithstanding anything has taken all actions required to the contrary in any other New First Lien Document, be deemed to also hold and have held perfect such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienLiens.
Appears in 3 contracts
Samples: Intercreditor Agreement (Trico Marine Services Inc), Intercreditor Agreement (Trico Marine Services Inc), Intercreditor Agreement (Trico Marine Services Inc)
No New Liens. Until Subject to Section 11.04 of the date upon which 1-1/2 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second Lien Indebtedness, so long as the Discharge of ABL Obligations shall have Senior Lender Claims has not occurred, the parties hereto agree that no New First Lien Secured Party that, after the date hereof, if any Second-Priority Agent shall acquire or hold any Lien on any accounts receivable assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release such Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.04 of the 1-1/2 Lien Notes Indenture and the corresponding provision of any GrantorSecond-Priority Document relating to Future Second Lien Indebtedness, each Second-Priority Agent agrees that, after the proceeds thereof date hereof, if it shall hold any Lien on any assets of the Company or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds Second-Priority Claims that are not also subject to the Lien in favor of the ABL Collateral other Second-Priority Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party such Second-Priority Agent shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of notify any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Second-Priority Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lienupon becoming aware thereof.
Appears in 3 contracts
Samples: Intercreditor Agreement, Joinder and Supplement to Intercreditor Agreement (Momentive Performance Materials Inc.), Intercreditor Agreement (Momentive Performance Materials Inc.)
No New Liens. Until Subject to Section 2.6 and Section 6 hereof, the date upon which parties hereto agree that, so long as neither the Discharge of ABL Obligations nor the Discharge of Term Loan Obligations has occurred, (a) none of the Obligors shall have grant or permit any additional Liens on any asset or property of any Obligor to secure any ABL Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Directing Term Loan Collateral Agent, a Lien on such asset or property of such Obligor to secure the Term Loan Obligations; and (b) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any Term Loan Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the ABL Credit Agreement Collateral Agent, a Lien on such asset or property of such Obligor to secure the ABL Obligations. Subject to Section 2.6 and Section 6, so long as neither the Discharge of ABL Obligations nor the Discharge of Term Loan Obligations has occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Obligors, the parties hereto agree that no New First Lien Secured Party if any Claimholder shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Obligor securing any New First Lien Obligation, if such accounts and proceeds Obligation which assets are not also subject to the Lien of the ABL other Claimholders under the other Collateral Documents, then, without limiting any other rights and remedies available to any Collateral Agent under or the ABL Documents (other Claimholders, the applicable Collateral Agent holding such Lien, on behalf of itself and its Related Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens so granted shall be subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienSection 4.2.
Appears in 3 contracts
Samples: First Lien Credit Agreement (Option Care Health, Inc.), Indenture (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.)
No New Liens. Until Subject to Section 2.6 hereof, the date upon which parties hereto agree that, so long as the Discharge of ABL First Lien Obligations has not occurred, (a) none of the Obligors shall have grant or permit any additional Liens on any asset or property of any Obligor to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Directing First Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the First Lien Obligations; and (b) none of the Obligors shall grant or permit any additional Liens on any asset or property of any Obligor to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, through documentation in form and substance satisfactory to the Directing Second Lien Collateral Agent, a Lien on such asset or property of such Obligor to secure the Second Lien Obligations. So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any of the Obligors, the parties hereto agree that no New First if any Second Lien Secured Party Claimholder shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Obligor securing any New First Second Lien Obligation, if such accounts and proceeds Obligation which assets are not also subject to the first priority Lien of the ABL Collateral Agent First Lien Claimholders under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject then, without limiting any other rights and remedies available to the Lien Priority set forth herein, then the New any First Lien Collateral Agent (or the applicable New other First Lien Secured Party) Claimholders, the applicable Second Lien Collateral Agent, on behalf of itself and its Related Second Lien Claimholders, agrees that the applicable Second Lien Collateral Agent or such Second Lien Claimholder, as the case may be, shall, without the need for any further consent of any other New First Lien Secured Party Person and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held hold such Lien as agent or bailee for the benefit of the ABL applicable First Lien Collateral Agent and the First Lien Claimholders as security for the ABL First Lien Obligations (subject to the Lien Priority priority and other terms hereof) and shall use its best efforts to promptly notify the ABL First Lien Collateral Agent Agents in writing of the existence of such Lien (if and to the extent the applicable Second Lien Collateral Agent or such Second Lien Claimholder has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by the Directing First Lien Collateral Agent to assign such Liens to the Directing First Lien Collateral Agent (but may retain a junior Lien on such assets or property subject to the terms hereof) or, in the event that such Liens do not secure all First Lien Obligations, the relevant First Lien Collateral Agent (and/or each of their respective designees) as security for the applicable First Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to any First Lien Collateral Agent or any other First Lien Claimholder, each Second Lien Collateral Agent agrees, for itself and on behalf of its Related Second Lien Claimholders, that any amounts received by or distributed to any of them pursuant to or as a result of Liens so granted shall be subject to Section 4.2.
Appears in 3 contracts
Samples: Credit Agreement (Dayforce, Inc.), Credit Agreement (Ceridian HCM Holding Inc.), Credit Agreement (INC Research Holdings, Inc.)
No New Liens. Until the date upon which The parties hereto agree that, so long as the Discharge of ABL Priority Lien Obligations shall have has not occurred, none of the parties hereto agree that no New First Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Secured Party shall acquire Obligation, or hold take any action to perfect any additional Liens to secure any Second Lien Obligation, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on any accounts receivable such asset of any Grantorsuch Grantor to secure the Priority Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the proceeds thereof refusal or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case inability of the type that would constitute Receivables Collateral Priority Lien Agent to accept such Lien will not prevent the Second Lien Agent from taking the Lien or (b) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens to secure any Priority Obligations, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien, with each such Lien as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are not also this Section 2.03 to be subject to the Lien provisions of this Agreement. To the extent that the provisions of the ABL Collateral Agent under the ABL Documents (and subject immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Priority Lien Priorities contemplated herein). If any New First Agent, the other Priority Lien Secured Party shall (nonetheless Parties, the Second Lien Agent or the other Second Lien Secured Parties, the Second Lien Agent, for itself and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien behalf of the ABL Collateral Agent under the ABL Documentsother Second Lien Secured Parties, subject agrees that any amounts received by or distributed to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First any Second Lien Secured Party) shall, without the need for any further consent pursuant to or as a result of any other New First Lien Secured Party and notwithstanding anything to the contrary granted in any other New First Lien Document, contravention of this Section 2.03 shall be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienSection 3.05(b).
Appears in 2 contracts
Samples: Credit Agreement (Atlas Energy Group, LLC), Second Lien Credit Agreement (Atlas Energy Group, LLC)
No New Liens. Until the date upon which The parties hereto agree that, so long as the Discharge of ABL the First Lien Obligations shall have has not occurred, (a) none of the parties hereto agree that no New Grantors shall, or shall permit any of its Subsidiaries to, grant or permit any additional Liens on any asset to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Obligations and (b) if any Second Lien Authorized Representative or any Second Lien Secured Party shall acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts asset of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), other Person securing any New First Second Lien Obligation, if such accounts and proceeds Obligation that are not also subject to the first-priority Liens securing the First Lien of the ABL Collateral Agent Obligations under the ABL Documents (and subject to the First Lien Priorities contemplated herein). If any New First Security Documents, such Second Lien Authorized Representative or Second Lien Secured Party (i) shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to notify the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (promptly upon becoming aware thereof and, unless such Grantor or other Person shall promptly grant a similar Lien on such asset to the applicable New First Lien Secured Party) shall, without Collateral Agent as security for the need for any further consent of any other New First Lien Secured Party and notwithstanding anything Obligations, shall assign such Lien to the contrary in any other New First Lien DocumentCollateral Agent as security for the First Lien Obligations (but may retain a junior lien on such asset subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the First Lien Collateral Agent, shall be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL First Lien Collateral Agent as security for the ABL Obligations (First Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent, the First Lien Authorized Representatives or the First Lien Secured Parties, each Second Lien Authorized Representative agrees, for itself and on behalf of its Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.04 shall be subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienSection 4.02.
Appears in 2 contracts
Samples: Credit Agreement (SemGroup Corp), Continuing Covenant Agreement (SemGroup Corp)
No New Liens. Until the date upon which The parties hereto agree that, so long as the Discharge of ABL First Lien Obligations shall have (other than Excess First Lien Obligations) has not occurred, none of the parties hereto agree that no New First Grantors shall, nor shall any Grantor permit any of its subsidiaries to, grant or permit any additional Liens, or take any action to perfect any additional Liens, on any asset of a Grantor to secure:
(a) any Junior Lien Secured Party shall acquire Obligation unless it has also granted or hold any substantially contemporaneously grants (or offers to grant) a Lien on any accounts receivable such asset of any Grantor, the proceeds thereof or any deposit or other accounts of any such Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case favor of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent to secure the First Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the First Lien Collateral Agent to accept such Lien will not prevent the Junior Lien Collateral Agent from taking the Lien; or
(b) any First Lien Obligation (other than Liens on any assets listed under clause (iii), (iv)(C) or (viii) in the definition of “Excluded Property” securing any Superpriority Debt permitted under the First Lien Indenture) unless it has granted or substantially contemporaneously grants (or offers to grant) a Lien on such asset of such Grantor in favor of the applicable New Junior Lien Collateral Agent to secure the Junior Lien Obligations and has taken all actions required to perfect such Liens; provided, however, that the refusal or inability of the Junior Lien Collateral Agent to accept such Lien will not prevent the First Lien Collateral Agent from taking the Lien; with each such Lien as described in this Section 2.03 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 right or remedy available to the First Lien Collateral Agent and/or the other First Lien Secured Party) shallParties, without the need Junior Lien Collateral Agent, for itself and on behalf of the other Junior Lien Secured Parties, agrees that any further consent of amounts received by or distributed to any other New First Junior Lien Secured Party and notwithstanding anything pursuant to the contrary or as a result of any Lien granted in any other New First Lien Document, contravention of this Section 2.03 shall be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienSection 3.05(b).
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Pacific Drilling S.A.)
No New Liens. Until the date upon which (a) So long as the Discharge of ABL Obligations shall have Priority Claims has not occurred, the parties hereto agree Term Loan/Cash Flow Revolver Agent agrees, for itself and on behalf of each Term Loan/Cash Flow Revolver Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, that no New First Lien Secured Party it shall not acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Borrower or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds Term Loan/Cash Flow Revolver Claims that are not also subject to the Lien in respect of the ABL Collateral Agent Claims under the ABL Loan Documents (and subject to the Lien Priorities contemplated hereinother than Liens on Real Estate Collateral). If the Term Loan/Cash Flow Revolver Agent or any New First Lien Secured Party Term Loan/Cash Flow Revolver Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are collateral of a Grantor that is not also subject to the Lien in respect of the ABL Collateral Agent Claims under the ABL Documents, subject to the Lien Priority set forth hereinLoan Documents (other than Liens on Real Estate Collateral), then the New First Lien Collateral Term Loan/Cash Flow Revolver Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations Claims (subject to the Lien Priority priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienLien and in any event take such actions as may be requested by the ABL Agent to assign or release such Liens to the ABL Agent (and/or its designee) as security for the applicable ABL Claims.
(b) So long as the Discharge of Term Priority Claims has not occurred, the ABL Agent agrees, for itself and on behalf of each ABL Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, that it shall not acquire or hold any Lien on any assets of the Borrower or any other Grantor securing any ABL Claims that are not also subject to the Lien in respect of the Term Loan/Cash Flow Revolver Claims under the Term Loan/Cash Flow Revolver Loan Documents. If the ABL Agent or any ABL Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of a Grantor that is not also subject to the Liens in respect of the Term Loan/Cash Flow Revolver Claims under the Term Loan/Cash Flow Revolver Loan Documents, then the ABL Agent shall, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Term Loan/Cash Flow Revolver Agent as security for the Term Loan/Cash Flow Revolver Claims (subject to the Lien priority and other terms hereof) and shall promptly notify the Term Loan/Cash Flow Revolver Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the Term Loan/Cash Flow Revolver Agent to assign or release such Liens to the Term Loan/Cash Flow Revolver Agent (and/or its designee) as security for the applicable Term Loan/Cash Flow Revolver Claims.
Appears in 2 contracts
Samples: Credit Agreement (Quorum Health Corp), Abl Credit Agreement (Quorum Health Corp)
No New Liens. (a) Until the date upon which the Discharge of ABL Obligations shall have occurredbeen paid in full in cash and all commitments to extend credit under the ABL Documents have been terminated, the parties hereto agree that no New First Lien Term Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Loan Party securing any New First Lien Obligation, if such accounts and proceeds Term Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein)Documents. If any New First Lien Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Loan Party securing any New First Lien Obligation, Term Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Term Agent (or the applicable New First Lien relevant Term Secured Party) shall, without the need for any further consent of any other New First Lien Term Secured Party Party, the Term Borrower or any Term Guarantor and notwithstanding anything to the contrary in any other New First Lien Term Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
(b) Until the date upon which the Term Obligations shall have been paid in full in cash, the parties hereto agree that no ABL Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents, subject to the Lien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party, the ABL Borrower or any ABL Guarantor and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Term Agent as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Term Agent in writing of the existence of such Lien.
Appears in 2 contracts
Samples: Intercreditor Agreement (Container Store Group, Inc.), Intercreditor Agreement (Container Store Group, Inc.)
No New Liens. Until Subject to Section 12.05 of the date upon which Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Debt, so long as the Discharge of ABL Obligations shall have Senior Lender Claims has not occurred, the parties hereto agree that no New First Lien Secured Party that, after the date hereof, if any Second-Priority Agent shall acquire or hold any Lien on any accounts receivable assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release (without representation or warranty) such Lien to the Intercreditor Agent as security for the Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 12.05 of the Indenture and the corresponding provision of any GrantorSecond-Priority Document relating to Future Second-Lien Debt, each Second-Priority Agent agrees that, after the proceeds thereof date hereof, if it shall hold any Lien on any assets of the Company or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds Second-Priority Claims that are not also subject to the Lien in favor of the ABL Collateral other Second-Priority Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party such Second-Priority Agent shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of notify any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Second-Priority Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lienupon becoming aware thereof.
Appears in 2 contracts
Samples: Lien Subordination and Intercreditor Agreement, Lien Subordination and Intercreditor Agreement (Petroquest Energy Inc)
No New Liens. Until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Subordinated Lien Secured Party shall acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Subordinated Lien Obligation, if such accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Subordinated Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Subordinated Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First applicable Subordinated Lien Collateral Agent (or the applicable New First Subordinated Lien Secured Party) shall, without the need for any further consent of any other New First Subordinated Lien Secured Party and notwithstanding anything to the contrary in any other New First Subordinated Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
Appears in 2 contracts
Samples: Receivables Intercreditor Agreement, Receivables Intercreditor Agreement (Marietta Surgical Center, Inc.)
No New Liens. Until the date upon which (a) So long as the Discharge of ABL Obligations shall have Claims has not occurred, each Term Loan Agent agrees, for itself and on behalf of each applicable Term Loan Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the parties hereto agree Lead Borrower, the Canadian Borrowers, the Additional US Borrowers, any other ABL Borrower or any other Grantor, that no New First Lien Secured Party it shall not, except as otherwise provided herein, acquire or hold any Lien on any accounts receivable assets of any Grantorthe Lead Borrower, the proceeds thereof Canadian Borrowers, the Additional US Borrowers, any other ABL Borrower or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien ObligationTerm Loan Claims that, if such accounts and proceeds to the extent permissible under applicable law, are not also subject to the Lien Liens in respect of the ABL Collateral Agent Claims under the ABL Loan Documents; provided that this provision will not be violated with respect to any ABL Obligations if the ABL Agent is given a reasonable opportunity to accept a Lien on any asset or property and the ABL Agent states in writing that the ABL Loan Documents in respect thereof prohibit the ABL Agent from accepting a Lien on such asset or property or the ABL Agent otherwise expressly declines to accept a Lien on such asset or property (and subject to the Lien Priorities contemplated hereinany such prohibited or declined Lien, an “ABL Declined Lien”). If a Term Loan Agent or any New First Lien Secured Party Term Loan Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are collateral of a Grantor that is not also subject to the Lien Liens in respect of the ABL Collateral Agent Claims under the ABL Documents, subject to the Lien Priority set forth hereinLoan Documents (other than an ABL Declined Lien), then the New First Lien Collateral applicable Term Loan Agent (or shall, to the extent permissible under applicable New First Lien Secured Party) shalllaw, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations Claims (subject to the Lien Priority priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the ABL Agent to assign or release such Liens to the ABL Agent (and/or its designees) as security for the ABL Claims.
(b) So long as the Discharge of Term Loan Claims has not occurred, the ABL Agent agrees, for itself and on behalf of each ABL Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Lead Borrower, the Canadian Borrowers, the Additional US Borrowers, any other ABL Borrower or any other Grantor, that it shall not, except as otherwise provided herein, acquire or hold any Lien on any assets of the Lead Borrower, the Canadian Borrowers, the Additional US Borrowers, any other ABL Borrower or any other Grantor securing any ABL Claims that, to the extent permissible under applicable law, are not also subject to the Liens in respect of the Term Loan Claims under the Term Loan Documents; provided that this provision will not be violated with respect to any Term Loan Obligations if the applicable Term Loan Agent is given a reasonable opportunity to accept a Lien on any asset or property and such Term Loan Agent states in writing that the Term Loan Documents in respect thereof prohibit such Term Loan Agent from accepting a Lien on such asset or property or such Term Loan Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, a “Term Declined Lien”). If the ABL Agent or any ABL Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of a Grantor that is not also subject to the Liens in respect of the Term Loan Claims under the Term Loan Documents (other than a Term Declined Lien), then the ABL Agent shall, to the extent permissible under applicable law, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Term Loan Agents as security for the Term Loan Claims (in each case, subject to the Lien priority and other terms hereof) and shall promptly notify each Term Loan Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the Term Loan Agents to assign or release such Liens to the applicable Term Loan Agent (and/or its designees) as security for the applicable Term Loan Claims. Notwithstanding anything in this Agreement to the contrary, (A) cash and cash equivalents may be pledged to exclusively secure (w) ABL Obligations consisting of reimbursement obligations in respect of Letters of Credit (as such term is defined in the ABL Credit Agreement), (x) ABL Lender Hedging Obligations (as permitted under the ABL Loan Documents), (y) Term Loan Obligations with respect to Future Secured Term Indebtedness consisting of reimbursement obligations in respect of letters of credit or (z) Term Loan Lender Hedging Obligations (as permitted under the Term Loan Documents and the ABL Credit Agreement), in each case without granting a Lien thereon to secure any Term Loan Obligations (other than, with respect to clause (y), obligations in respect of such letters of credit and, with respect to clause (z), obligations in respect of such Term Loan Lender Hedging Obligations) or in the case of clause (z) any ABL Obligations, (B) amounts deposited under any Term Loan Documents to effect a discharge or defeasance of Term Loan Obligations related thereto shall not secure any other Obligations (and such amounts may only be deposited for such purpose so long as such discharge or defeasance is permitted under each then extant ABL Loan Document and Term Loan Document), (C) the ABL Agent declines Liens on all real property of the Grantors and (D) Liens may be granted by any Grantor or other Person on the assets of any Collateral Foreign Subsidiary under the ABL Loan Documents (to the extent permitted therein) without granting any Lien on such assets to secure any Term Loan Obligations. It is understood and agreed that, as of the Closing Date, Liens have been granted under the ABL Loan Documents on the assets and Capital Stock of certain Collateral Foreign Subsidiaries of Holdings (such collateral, collectively, the “Canadian ABL Exclusive Collateral”) solely to secure the Canadian Obligations (as defined in the ABL Canadian Collateral Agreement) under the ABL Loan Documents and not to secure Term Loan Obligations under the Term Loan Documents and, therefore, are not Common Collateral. This Agreement shall neither restrict the rights of the ABL Agent as to the Canadian ABL Exclusive Collateral nor give any Term Loan Agent any rights with respect thereto on the date hereof; provided that, after the date hereof, the Grantors may enter into a Canadian Term Loan (as defined in the ABL Credit Agreement) in accordance with the terms of the ABL Credit Agreement. On and after the date on which the Grantors xxxxx x Xxxx (x) to the Term Loan Agents on all or any portion of the Canadian ABL Exclusive Collateral under the Term Loan Documents (to the extent permitted therein) or (y) any financing source in respect of assets securing the Canadian Term Loan (as defined in the ABL Credit Agreement), such Collateral (or the portion thereof on which a Lien is so granted) shall cease to constitute Canadian ABL Exclusive Collateral and shall constitute Common Collateral and be treated for all purposes herein as ABL Priority Collateral.
Appears in 2 contracts
Samples: Abl Intercreditor Agreement, Abl Intercreditor Agreement (Foundation Building Materials, Inc.)
No New Liens. Until the date upon which (a) Subject to Article 6, until the Discharge of ABL Obligations, and for so long as the Term Obligations shall have occurredare secured by any ABL Priority Collateral, the parties hereto agree that no New First Lien Secured Loan Party shall acquire or hold grant any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Loan Party securing any New First Lien Obligation, if such accounts and proceeds Term Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein)Documents. If any New First Lien Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Loan Party securing any New First Lien Obligation, Term Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral applicable Term Agent (or the applicable New First Lien relevant Term Secured Party) shall, without the need for any further consent of any other New First Lien Term Secured Party or any Term Loan Party and notwithstanding anything to the contrary in any other New First Lien Term Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
(b) Subject to Article 6 and the proviso at the end of this sentence, until the Discharge of Term Obligations, and for so long as the ABL Obligations are secured by any Term Priority Collateral, the parties hereto agree that no Loan Party shall grant any Lien on any of its assets securing any ABL Obligation which assets are not also subject to the Lien of each Term Agent under the applicable Term Documents; provided, that, the parties acknowledge and agree that prior to the date of this agreement, Non-US Loan Parties (Existing) previously granted Liens on assets of such Non-US Loan Parties (Existing) to secure the ABL Obligations and such prior grant of Liens shall not be deemed to be a violation of this Section 2.5(a). If any ABL Secured Party shall nonetheless acquire or hold any Lien on any assets of any such Loan Party (other than Non-US Loan Parties (Existing)) securing any ABL Obligation which assets are not also subject to the Lien of each Term Agent under the applicable Term Documents, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party or any ABL Loan Party and notwithstanding anything to the contrary in any other ABL Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of each Term Agent as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify each Term Agent in writing of the existence of such Lien.
(c) Each of the Secured Parties acknowledges and agrees that the Agents and Secured Parties may obtain Liens on certain of the assets of Non-US Loan Parties (including Equity Interests owned by such Non-US Loan Parties) which assets will not constitute Collateral for purposes of this Agreement if the applicable Loan Party is not both an ABL Loan Party and a Term Loan Party.
Appears in 2 contracts
Samples: Credit Agreement (Horizon Global Corp), Loan Agreement (Horizon Global Corp)
No New Liens. (a) Until the date upon which the Discharge of ABL Obligations shall have occurredPayment Date, the parties hereto agree that no New First Lien Note Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Loan Party securing any New First Lien Obligation, if such accounts and proceeds Note Obligation which assets are not also subject to the Lien of the ABL Collateral Agent Representative under the ABL Documents (and except with respect to Real Property), subject to the Lien Priorities contemplated Priority set forth herein). If any New First Lien Note Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Loan Party securing any New First Lien Obligation, Note Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent Representative under the ABL DocumentsDocuments (except with respect to Real Property), subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent Note Representative (or the applicable New First Lien relevant Note Secured Party) shall, without the need for any further consent of any other New First Lien Note Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, Note Document be deemed to also hold and have held such Lien as agent or bailee lien for the benefit of the ABL Collateral Agent Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent Representative in writing of the existence of such Lien.
(b) Until the Note Obligations Payment Date, no ABL Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any ABL Obligation which assets are not also subject to a Lien under the Note Documents, subject to the Lien Priority set forth herein. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any ABL Obligation which assets are not also subject to a Lien under the Note Documents, subject to the Lien Priority set forth herein, then the ABL Representative (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such lien for the benefit of the Note Representative as security for the Note Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Note Representative in writing of the existence of such Lien.
Appears in 2 contracts
Samples: Intercreditor Agreement (Easton-Bell Sports, Inc.), Indenture (Easton-Bell Sports, Inc.)
No New Liens. Until the date upon which (a) The parties hereto agree that, so long as the Discharge of ABL Obligations shall have First Priority Claims has not occurred, none of the Grantors shall, nor shall any Grantor permit any of its Subsidiaries to, (i) grant or permit any additional Liens on any asset of the type subject to a First Priority Lien on the date hereof to secure any Second Priority Claim, unless otherwise waived by the First Priority Agent, unless it has granted, or substantially concurrently therewith grants, a Lien on such asset to secure the First Priority Claims or (ii) grant or permit any additional Liens on any asset to secure any First Priority Claims unless it has granted, or substantially concurrently therewith grants, a Lien on such asset to secure the Second Priority Claims, with each such Lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Priority Agent or the other First Priority Secured Parties, the Second Priority Agent agrees, for itself and on behalf of the other Second Priority Secured Parties, that any amounts received by or distributed to any Second Priority Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.03(a) shall be subject to Section 4.02(a). Notwithstanding the foregoing, any Grantor may grant or permit Liens on cash or Cash Equivalents to secure the reimbursement obligations on letters of credit constituting First Priority Claims not in excess of the Maximum First Priority Indebtedness Amount without granting a Lien on such cash or Cash Equivalent to secure any other Obligations; provided that, the amount of such cash collateral may not exceed 105% of the face amount of such letters of credit.
(b) The parties hereto agree that no New First Lien Secured Party that, so long as the Discharge of Second Priority Claims has not occurred, none of the Grantors shall, nor shall acquire any Grantor permit any of its Subsidiaries to, grant or hold permit any additional Liens on any asset to secure any Excess Claims, unless otherwise waived by the Second Priority Agent, unless it has granted, or substantially concurrently therewith grants, a Lien on any accounts receivable of any Grantorsuch asset to secure the Second Priority Claims, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in with each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First such Lien Obligation, if such accounts and proceeds are not also to be subject to the Lien provisions of this Agreement. To the extent that the provisions of the ABL Collateral immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Second Priority Agent under or the ABL Documents (and other Second Priority Secured Parties, each Person that holds Excess Claims agrees that any amounts received by or distributed to any such Person pursuant to or as a result of any Lien granted in contravention of this Section 2.03(b) shall be subject to the Lien Priorities contemplated hereinSection 4.02(b). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
Appears in 2 contracts
Samples: Intercreditor Agreement (Green Field Energy Services, Inc.), Indenture (Green Field Energy Services, Inc.)
No New Liens. Until the date upon which So long as the Discharge of ABL Obligations shall have Claims has not occurred, each Term Loan Agent agrees, for itself and on behalf of each applicable Term Loan Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the parties hereto agree Borrower, any ABL Borrower or any other Grantor, that no New First Lien Secured Party it shall not, except as otherwise provided herein, acquire or hold any Lien on any accounts receivable assets of the Borrower, any Grantor, the proceeds thereof other ABL Borrower or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien ObligationTerm Loan Claims that, if such accounts and proceeds to the extent permissible under applicable law, are not also subject to the Lien Liens in respect of the ABL Collateral Agent Claims under the ABL Loan Documents; provided that this provision will not be violated with respect to any ABL Obligations if the ABL Agent is given a reasonable opportunity to accept a Lien on any asset or property and such ABL Agent states in writing that the ABL Loan Documents in respect thereof prohibit such ABL Agent from accepting a Lien on such asset or property or such ABL Agent otherwise expressly declines to accept a Lien on such asset or property (and subject to the Lien Priorities contemplated hereinany such prohibited or declined Lien, an “ABL Declined Lien”). If a Term Loan Agent or any New First Lien Secured Party Term Loan Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are collateral of a Grantor that is not also subject to the Lien Liens in respect of the ABL Collateral Agent Claims under the ABL Documents, subject to the Lien Priority set forth hereinLoan Documents (other than an ABL Declined Lien), then the New First Lien Collateral applicable Term Loan Agent (or shall, to the extent permissible under applicable New First Lien Secured Party) shalllaw, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the any ABL Collateral Agent as security for the ABL Obligations Claims (subject to the Lien Priority priority and other terms hereof) and shall use its best efforts to promptly notify the each ABL Collateral Agent in writing of the existence of such LienLien and in any event take such actions as may be requested by the ABL Agents to assign or release such Liens to the applicable ABL Agent (and/or its designees) as security for the ABL Claims.
Appears in 2 contracts
Samples: Junior Lien Term Loan Credit Agreement (Forterra, Inc.), Senior Lien Term Loan Credit Agreement (Forterra, Inc.)
No New Liens. Until the date upon which (a) So long as the Discharge of ABL Obligations shall have Claims has not occurred, each Term Loan Agent agrees, for itself and on behalf of each applicable Term Loan Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the parties hereto agree Term Loan Borrower, any ABL Borrower or any other Grantor, that no New First Lien Secured Party it shall not, except as otherwise provided herein, acquire or hold any Lien on any accounts receivable assets of the Term Loan Borrower, any Grantor, the proceeds thereof other ABL Borrower or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien ObligationTerm Loan Claims that, if such accounts and proceeds to the extent permissible under applicable law, are not also subject to the Lien Liens in respect of the ABL Collateral Agent Claims under the ABL Loan Documents; provided that this provision will not be violated with respect to any ABL Obligations if the ABL Agent is given a reasonable opportunity to accept a Lien on any asset or property and the ABL Agent states in writing that the ABL Loan Documents in respect thereof prohibit the ABL Agent from accepting a Lien on such asset or property or the ABL Agent otherwise expressly declines to accept a Lien on such asset or property (and subject to the Lien Priorities contemplated hereinany such prohibited or declined Lien, an “ABL Declined Lien”). If a Term Loan Agent or any New First Lien Secured Party Term Loan Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are collateral of a Grantor that is not also subject to the Lien Liens in respect of the ABL Collateral Agent Claims under the ABL Documents, subject to the Lien Priority set forth hereinLoan Documents (other than an ABL Declined Lien), then the New First Lien Collateral applicable Term Loan Agent (or shall, to the extent permissible under applicable New First Lien Secured Party) shalllaw, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations Claims (subject to the Lien Priority priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the ABL Agent to assign or release such Liens to the ABL Agent (and/or its designees) as security for the ABL Claims.
(b) So long as the Discharge of Term Loan Claims has not occurred, the ABL Agent agrees, for itself and on behalf of each ABL Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Term Loan Borrower, any other ABL Borrower or any other Grantor, that it shall not, except as otherwise provided herein, acquire or hold any Lien on any assets of the Term Loan Borrower, any other ABL Borrower or any other Grantor securing any ABL Claims that, to the extent permissible under applicable law, are not also subject to the Liens in respect of the Term Loan Claims under the Term Loan Documents; provided that this provision will not be violated with respect to any Term Loan Obligations if the applicable Term Loan Agent is given a reasonable opportunity to accept a Lien on any asset or property and such Term Loan Agent states in writing that the Term Loan Documents in respect thereof prohibit such Term Loan Agent from accepting a Lien on such asset or property or such Term Loan Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, a “Term Declined Lien”). If the ABL Agent or any ABL Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of a Grantor that is not also subject to the Liens in respect of the Term Loan Claims under the Term Loan Documents (other than a Term Declined Lien), then the ABL Agent shall, to the extent permissible under applicable law, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Term Loan Agents as security for the Term Loan Claims (in each case, subject to the Lien priority and other terms hereof) and shall promptly notify each Term Loan Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the Term Loan Agents to assign or release such Liens to the applicable Term Loan Agent (and/or its designees) as security for the applicable Term Loan Claims. Notwithstanding anything in this Agreement to the contrary, (A) cash and cash equivalents may be pledged to exclusively secure (x) ABL Obligations consisting of reimbursement obligations in respect of Letters of Credit (as such term is defined in the ABL Credit Agreement), (y) ABL Lender Hedging Obligations (as permitted under the ABL Loan Documents) or (z) Term Loan Obligations consisting of reimbursement obligations in respect of letters of credit, in each case without granting a Lien thereon to secure any Term Loan Obligations (other than, with respect to clause (z), obligations in respect of such letters of credit) or in the case of clause (z) any ABL Obligations, (B) amounts deposited under any Term Loan Documents to effect a discharge or defeasance of Term Loan Obligations related thereto shall not secure any other Obligations (and such amounts may only be deposited for such purpose so long as such discharge or defeasance is permitted under each then extant ABL Loan Document and Term Loan Document) and (C) Liens may be granted by any Grantor or other Person on the assets of any Specified Foreign Grantor or other Excluded Collateral under the ABL Loan Documents without granting any Lien on such assets to secure any Term Loan Obligations. It is understood and agreed that, as of the Closing Date, Liens have been granted under the ABL Loan Documents on the assets of Canadian Subsidiaries of Holdings and certain other Excluded Collateral (such collateral, collectively, the “Canadian Collateral”) solely to secure the Canadian Obligations (as defined in the ABL Canadian Guarantee and Collateral Agreements) under the ABL Loan Documents. Upon the incurrence by Holdings or any of its Subsidiaries of any Future Secured Term Indebtedness that constitutes Senior Lien Term Loan Claims and is secured by any Canadian Collateral, the parties hereto agree to amend this Agreement as necessary or advisable to include the Canadian Collateral in the Common Collateral solely with respect to Canadian Obligations (as defined in the ABL Canadian Guarantee and Collateral Agreements) under the ABL Loan Documents and the portion of any such Senior Term Loan Claims that are secured by any Canadian Collateral and provide for the same priority of Liens with respect to such Canadian Collateral as provided for in Section 2.1 of this Agreement with respect to the Common Collateral on the date hereof, in addition to any amendments to this Agreement with respect to such Future Secured Term Indebtedness and the holders thereof that may be required or permitted under Section 9.3.
Appears in 2 contracts
Samples: Abl Credit Agreement (Forterra, Inc.), Senior Lien Term Loan Credit Agreement (Forterra, Inc.)
No New Liens. Until Subject to Section 11.04 of the date upon which Second Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second Lien Indebtedness, so long as the Discharge of ABL Obligations shall have Senior Lender Claims has not occurred, the parties hereto agree that no New First Lien Secured Party that, after the date hereof, if any Second-Priority Agent shall acquire or hold any Lien on any accounts receivable assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release such Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.04 of the Second Lien Notes Indenture and the corresponding provision of any GrantorSecond-Priority Document relating to Future Second Lien Indebtedness, each Second-Priority Agent agrees that, after the proceeds thereof date hereof, if it shall hold any Lien on any assets of the Company or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds Second-Priority Claims that are not also subject to the Lien in favor of the ABL Collateral each other Second-Priority Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party such Second-Priority Agent shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of notify any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Second-Priority Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lienupon becoming aware thereof.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Momentive Performance Materials Inc.)
No New Liens. Until the date upon which (a) So long as the Discharge of ABL Obligations shall have Claims has not occurred, each Term Loan Agent agrees, for itself and on behalf of each applicable Term Loan Lender represented by it, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the parties hereto agree Company or any other Grantor, that no New First Lien Secured Party it shall not acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Company or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien ObligationTerm Loan Claims that, if such accounts and proceeds to the extent permissible under applicable law, are not also subject to the Lien in respect of the ABL Collateral Agent Claims under the ABL Loan Documents; provided that this provision will not be violated with respect to any ABL Obligations if the ABL Agent is given a reasonable opportunity to accept a Lien on any asset or property and the ABL Agent states in writing that the ABL Documents in respect thereof prohibit the ABL Agent from accepting a Lien on such asset or property or the ABL Agent otherwise expressly declines to accept a Lien on such asset or property (and subject to the Lien Priorities contemplated hereinany such prohibited or declined Lien, an “ABL Declined Lien”). If a Term Loan Agent or any New First Lien Secured Party Term Loan Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are collateral of a Grantor that is not also subject to the Lien in respect of the ABL Collateral Agent Claims under the ABL Documents, subject to the Lien Priority set forth hereinLoan Documents (other than an ABL Declined Lien), then the New First Lien Collateral applicable Term Loan Agent (or shall, to the extent permissible under applicable New First Lien Secured Party) shalllaw, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations Claims (subject to the Lien Priority priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the ABL Agent to assign or release such Liens to the ABL Agent (and/or its designee) as security for the ABL Claims.
(b) So long as the Discharge of Term Loan Claims has not occurred, the ABL Agent agrees, for itself and on behalf of each applicable ABL Lender represented by it, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that it shall not acquire or hold any Lien on any assets of the Company or any other Grantor securing any ABL Claims that, to the extent permissible under applicable law, are not also subject to the Liens in respect of the Term Loan Claims under the Term Loan Documents; provided that this provision will not be violated with respect to any Term Loan Obligations if the applicable Term Loan Agent is given a reasonable opportunity to accept a Lien on any asset or property and such Term Loan Agent states in writing that the Term Loan Documents in respect thereof prohibit such Term Loan Agent from accepting a Lien on such asset or property or such Term Loan Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, a “Term Declined Lien”). If the ABL Agent or any ABL Lender shall nonetheless acquire or hold any Lien on any collateral of a Grantor that is not also subject to the Liens in respect of the Term Loan Claims under the Term Loan Documents (other than a Term Declined Lien), then the ABL Agent shall, to the extent permissible under applicable law, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Term Loan Agents as security for the Term Loan Claims (subject to the Lien priority and other terms hereof) and shall promptly notify each Term Loan Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the Term Loan Agents to assign or release such Liens to the applicable Term Loan Agent (and/or its designees) as security for the applicable Term Loan Claims. Notwithstanding anything in this Agreement to the contrary, cash and cash equivalents may be pledged to secure ABL Claims consisting of reimbursement obligations in respect of letters of credit without granting a Lien thereon to secure any other ABL Claims or any other Term Loan Claims. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to (i) the ABL Agent and/or the ABL Lenders or (ii) the Term Loan Agents and/or the Term Loan Lenders, each party to this Agreement 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.
Appears in 2 contracts
Samples: Intercreditor Agreement (PET Acquisition LLC), Intercreditor Agreement (PET Acquisition LLC)
No New Liens. Until the date upon which So long as the Discharge of ABL First Lien Obligations shall have has not occurred, the parties hereto agree that no New First that, after the date hereof, neither the Junior Lien Secured Party Collateral Agent nor any Junior Lien Representative shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Company or any deposit or other accounts of Subsidiary (and neither the Company nor any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Subsidiary shall grant such Lien) securing any New First Junior Lien Obligation, if such accounts and proceeds Obligations that are not also subject to the a First Priority Lien in respect of the ABL First Lien Obligations under the First Lien Documents. If the Junior Lien Collateral Agent under the ABL Documents (and subject to the or any Junior Lien Priorities contemplated herein). If any New First Lien Secured Party Representative shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts assets of the Company or proceeds securing any New First Lien Obligation, which accounts and proceeds are other Subsidiary that is not also subject to the First Priority Lien in respect of the ABL Collateral Agent First Lien Obligations under the ABL First Lien Documents, subject to the Lien Priority set forth herein, then the New First such Junior Lien Collateral Agent (or the applicable New First other Junior Lien Secured Party) Representative shall, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL First Lien Collateral Agent as security for the ABL First Lien Obligations (subject to the Lien Priority lien priority and other terms hereof) and shall use its best efforts to promptly notify the ABL First Lien Collateral Agent in writing of such Lien and in any event take such actions as may be requested by the existence of First Lien Collateral Agent to assign or release such LienLien to the First Lien Collateral Agent (and/or its designee) as security for the applicable First Lien Obligations.
Appears in 2 contracts
Samples: General Intercreditor Agreement, General Intercreditor Agreement (Marietta Surgical Center, Inc.)
No New Liens. Until the date upon which the Discharge (a) Whether or not any Insolvency or Liquidation Proceeding has been commenced, each Agent agrees, for itself and on behalf of ABL Obligations shall have occurredits Related Secured Parties, the parties hereto agree that no New First Lien Secured Party shall acquire or hold accept any additional Lien under any Collateral Document on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts asset of any Grantor to secure Obligations of any Class unless such Grantor has granted or concurrently grants a Lien on such asset to secure Obligations of the other Class (all such Liens to have the relative priorities set forth herein based on whether the assets subject to such Liens constitute ABL Priority Collateral or Term Priority Collateral and whether such Liens secure ABL Excess Amounts or Term Excess Amounts); provided that the foregoing shall not apply to (i) Liens on any asset of any Grantor granted to secure Obligations of any Class if such asset is expressly excluded from the grant of a security interest by such Grantor pursuant to the Collateral Documents of the other Class and (ii) additional Liens on any asset of any Grantor granted to secure Obligations of any Class if, prior to such grant, such Grantor has offered in writing to grant a Lien on such asset to secure Obligations of the other Class and the Agent of such other Class has affirmatively declined in writing to accept such Lien or has failed to respond to such offer within 30 days thereof, in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold have declined to accept such Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and have held remedies available to the other Agent or any of its Related Secured Parties, each Agent, for itself and on behalf of its Related Secured Parties, agrees that any amounts received by or distributed to such Lien Agent or any of its Related Secured Parties pursuant to or as agent or bailee for the benefit a result of the ABL Collateral Agent as security for the ABL Obligations (Liens granted in contravention of this Section shall be subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienSection 4.02.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Ascena Retail Group, Inc.), Term Credit Agreement (Ascena Retail Group, Inc.)
No New Liens. Until the date upon which The parties hereto agree that, so long as the Discharge of ABL First-Lien Obligations shall have has not occurred, (a) none of the parties hereto agree that no New First Grantors shall grant or permit any additional Liens on any asset or property of any Grantor to secure any Junior-Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the First-Lien Obligations; and (b) each Junior-Lien Authorized Representative and each Junior-Lien Collateral Agent agrees, for itself and on behalf of each applicable Junior-Lien Secured Party Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that it shall not acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Company or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Junior-Lien Obligation, if such accounts and proceeds Obligations that are not also subject to the first-priority Lien in respect of the ABL Collateral Agent First-Lien Obligations under the ABL First-Lien Debt Documents (and subject other than with respect to Additional First-Lien Debt Obligations that, by their terms, are not intended to be secured by all of the First-Lien Priorities contemplated hereinCollateral and, in particular, are not intended to be secured by such assets). If any New First Junior-Lien Authorized Representative, any Junior-Lien Collateral Agent or any Junior-Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are Collateral that is not also subject to the first-priority Lien in respect of the ABL Collateral Agent First-Lien Obligations under the ABL First-Lien Debt Documents, subject to the then such Junior-Lien Priority set forth hereinAuthorized Representative, then the New First Junior-Lien Collateral Agent (or the applicable New First Junior-Lien Secured Party) Party shall, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL First-Lien Collateral Agent Agents as security for the ABL applicable First-Lien Obligations (subject to the Lien Priority lien priority and other terms hereof) and shall use its best efforts to promptly notify the ABL First-Lien Collateral Agent Agents in writing of the existence of such LienLien and in any event take such actions as may be requested by the First-Lien Collateral Agents to assign or release such Liens to the First-Lien Collateral Agents (and/or its designees) as security for the applicable First-Lien Obligations (but may retain a Junior-Lien on such assets or property subject to the terms hereof) and until such release or assignment, shall be deemed to hold and have held such Lien for the benefit of the First-Lien Collateral Agents as security for the First-Lien Obligations. 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 Secured Parties, the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents and the other Junior-Lien 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 2.4 shall be subject to Section 4.2.
Appears in 2 contracts
Samples: Indenture (Sabre Corp), Indenture (Sabre Corp)
No New Liens. Until the date upon which the Discharge of ABL Obligations shall have occurred(a) Whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree that agree, subject to Section 6 and any differences set forth in the Revolving Collateral Documents or the Term Collateral Documents, as applicable (as in effect on the date hereof), that:
(i) no New First Lien Secured Party Grantor shall acquire or hold grant any additional Liens under any Term Collateral Document on any asset to secure any Term 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 Term Collateral Agent in accordance with the relative Lien priorities set forth in this Agreement, and
(ii) no Grantor shall grant any accounts receivable additional Liens under any Revolving Collateral Documents on any asset to secure any Revolving Obligations unless such Grantor also grants a Lien on such asset to secure the Term Obligations concurrently with the grant of a Lien thereon in favor of the Revolving Collateral Agent in accordance with the relative Lien priorities set forth in this Agreement, provided that the foregoing shall not apply to (i) Liens on any Grantor, the proceeds thereof or any deposit or other accounts asset of any Grantor granted to secure Obligations of any Class if such asset is expressly excluded from the grant of a security interest by such Grantor pursuant to the Collateral Documents of the other Class, (ii) any cash collateral provided pursuant to Section 2.3 of the Revolving Credit Agreement in connection with any Letters of Credit issued thereunder and (iii) additional Liens on any asset of any Grantor granted to secure Obligations of any Class if, prior to such grant, such Grantor has offered in writing to xxxxx x Xxxx on such asset to secure Obligations of the other Class and the Collateral Agent of such other Class has affirmatively declined in writing to accept such Lien or has failed to respond to such offer within 30 days thereof, in which accounts receivable or proceeds thereof are held or deposited, in each case such Collateral Agent shall be deemed to have declined to accept such Lien; and provided further that the attachment of any previously granted Lien to any after acquired property of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First covered by such Lien Obligation, if such accounts and proceeds are immediately prior thereto shall not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to be an acceptance of an additional Lien for the purposes of this Section 2.3.
(b) To the extent that the provisions of Section 2.3(a) are not complied with for any reason, (i) without limiting any other rights and remedies available to the Revolving Collateral Agent or the other Revolving Claimholders, the Term Collateral Agent, on behalf of the Term 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 Section 2.3(a) shall be subject to Section 4.2 and the Term Collateral Agent also shall hold and be deemed to have held such Lien as agent or bailee Liens for the benefit of the ABL Revolving Collateral Agent as security for and the ABL Obligations (other Revolving Claimholders subject to the Lien Priority provisions set forth herein (but may maintain a lien with respect to the applicable Collateral subject to the priority set forth herein), and (ii) without limiting any other terms hereof) rights and shall use its best efforts remedies available to promptly notify the ABL Term Collateral Agent in writing or the other Term Claimholders, the Revolving Collateral Agent, on behalf of the existence 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 Section 2.3(a) shall be subject to Section 4.2 and the Revolving Collateral Agent also shall hold and be deemed to have held such LienLiens for the benefit of the Term Collateral Agent and the other Term Claimholders subject to the provisions set forth herein (but may maintain a lien with respect to the applicable Collateral subject to the priority set forth herein).
Appears in 2 contracts
Samples: Revolving Credit and Guaranty Agreement (REV Group, Inc.), Term Loan and Guaranty Agreement (REV Group, Inc.)
No New Liens. (a) Until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien that:
(i) No Noteholder Secured Party shall knowingly acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or Credit Party securing any deposit or Note Obligation (other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral than Excluded Assets (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds ABL Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and Documents, subject to the Lien Priorities contemplated Priority set forth herein). If any New First Lien Noteholder Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Lien Obligation, Note Obligation (other than Excluded Assets (as defined in the ABL Documents) constituting Specified Excluded Assets) which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Note Agent (or the applicable New First Lien relevant Noteholder Secured Party) shall, without the need for any further consent of any other New First Lien Noteholder Secured Party and notwithstanding anything to the contrary in any other New First Lien Note Document, be deemed to also hold and have held such Lien as agent or bailee lien for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Noteholder Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Noteholder Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the ABL Documents)).
(ii) No Additional Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets (as defined in the ABL Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Additional Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets (as defined in the ABL Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the relevant Additional Agent (or the relevant Additional Secured Party) shall, without the need for any further consent of any other Additional Secured Party and notwithstanding anything to the contrary in any other Additional Document, be deemed to also hold and have held such lien for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (ii) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Additional Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Additional Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the ABL Documents)).
(b) Until the date upon which the Discharge of Note Obligations shall have occurred, the parties hereto agree that:
(i) No ABL Secured Party shall acquire or hold any Lien on any assets of any Credit Party (other than Excluded Assets (as defined in the Note Documents) constituting Specified Excluded Assets) securing any ABL Obligation which assets are not also subject to the Lien of the Note Agent under the Note Documents, subject to the Lien Priority set forth herein. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation (other than Excluded Assets (as defined in the Note Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the Note Agent under the Note Documents, subject to the Lien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such lien for the benefit of the Note Agent as security for the Note Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Note Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any ABL Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any ABL Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the Note Documents)).
(ii) No Additional Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets (as defined in the Note Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the Note Agent under the Note Documents, subject to the Lien Priority set forth herein. If any Additional Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets (as defined in the Note Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the Note Agent under the Note Documents, subject to the Lien Priority set forth herein, then the relevant Additional Agent (or the relevant Additional Secured Party) shall, without the need for any further consent of any other Additional Secured Party and notwithstanding anything to the contrary in any other Additional Document, be deemed to also hold and have held such lien for the benefit of the Note Agent as security for the Note Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Note Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (ii) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Additional Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Additional Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the Note Documents)).
Appears in 2 contracts
Samples: Intercreditor Agreement (Unistrut International Holdings, LLC), Intercreditor Agreement (Unistrut International Holdings, LLC)
No New Liens. Until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien CF Secured Party shall acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Intercreditor Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement)thereof, whether in the form of accounts receivable or otherwise), securing any New First Lien CF Obligation, if such accounts and receivable or proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien CF Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts receivable or proceeds securing any New First Lien CF Obligation, which accounts and receivable or proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien CF Collateral Agent (or the applicable New First Lien CF Secured Party) shall, without the need for any further consent of any other New First Lien CF Secured Party and notwithstanding anything to the contrary in any other New First Lien CF Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
Appears in 2 contracts
Samples: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (CC Media Holdings Inc)
No New Liens. (a) Until the date upon which the Discharge of ABL Obligations Payment Date has occurred, (i) no Grantor shall have occurredany right to create any Lien (other than Liens on the Excluded Assets (as defined in the Existing ABL Security Document)) on any assets of any Grantor securing any Indenture Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the parties hereto agree that no New First Lien ABL Obligations subject to the lien priorities set forth in Section 3.1 and (ii) if any Indenture Secured Party shall acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts assets of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds Indenture Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority lien priorities set forth hereinin Section 3.1, then the New First Lien Collateral Indenture Agent (or the applicable New First Lien Secured Party) shallwill, without the need for any further consent of any other New First Lien Indenture Secured Party and notwithstanding anything to the contrary in any other New First Lien Indenture Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority lien priorities set forth in Section 3.1 and the other terms hereof) ), and the Grantors shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the ABL Secured Parties, the Indenture Agent and the other Indenture 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 3.4 shall be subject to Section 5.1.
(b) Until the Indenture Obligations Payment Date has occurred, (i) no Grantor shall have any right to create any Lien (other than cash collateralization of any ABL Obligations consisting of letters of credit, bank guarantees or Hedging Obligations and Liens on the Excluded Assets (as defined in the Existing Indenture Security Document)), on any assets of any Grantor securing any ABL Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the Indenture Obligations subject to the lien priorities set forth in Section 3.1 and (ii) if any ABL Secured Party shall acquire or hold any Lien on any assets of any Grantor securing any ABL Obligation which assets are not also subject to the Lien of the Indenture Agent under the Indenture Documents, subject to the lien priorities set forth in Section 3.1, then the ABL Agent will, without the need for any further consent of any other ABL Secured Party and notwithstanding anything to the contrary in any other ABL Document, be deemed to also hold and have held such Lien for the benefit of the Indenture Agent as security for the Indenture Obligations (subject to the lien priorities set forth in Section 3.1 and the other terms hereof), and the Grantors shall promptly notify the Indenture Agent in writing of the existence of such Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Indenture Secured Parties, the ABL Agent and the other ABL 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 3.4 shall be subject to Section 5.1.
Appears in 2 contracts
Samples: Indenture (CPM Holdings, Inc.), Intercreditor Agreement (CPM Holdings, Inc.)
No New Liens. Until the date upon which (a) So long as the Discharge of ABL First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, no Second Lien Representative or Second Lien Secured Party (in the case of clause (i) below) and no First Lien Representative or First Lien Secured Party (in the case of clause (ii) below) shall have occurredacquire from the Borrower or any other Grantor:
(i) grant of any additional Liens on any asset or property to secure any Second Lien Obligation unless the applicable Grantor has granted or concurrently grants a Lien on such asset or property to secure the First Lien Obligations, the parties hereto agree agreeing that no New any such Lien shall be subject to Section 2.1 hereof; or
(ii) grant of any additional Liens on any asset or property to secure any First Lien Obligations unless the applicable Grantor has granted or concurrently grants a Lien on such asset or property to secure the Second Lien Obligations. If any Second Lien Representative or any Second Lien Secured Party shall acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof assets or any deposit or other accounts property of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Second Lien Obligation, if such accounts and proceeds Obligations that are not also subject to the first-priority Liens, securing all First Lien of the ABL Collateral Agent Obligations under the ABL Documents (and subject to the First Lien Priorities contemplated herein). If any New First Collateral Documents, such Second Lien Representative or Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New notify the Designated First Lien ObligationRepresentative promptly upon becoming aware thereof and, which accounts and proceeds are not also subject unless such Grantor shall promptly grant a similar Lien, on such assets or property to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New each First Lien Collateral Agent (or Representative as security for the applicable New First Lien Obligations represented by it, such Second Lien Representative and Second Lien Secured Party) Parties shall, without the need for any further consent of any other New First Lien Secured Party Person and notwithstanding anything to the contrary in any other New First Second Lien Document, (x) hold and be deemed to also hold and have held such Lien as agent or bailee for the benefit of each First Lien Representative and the ABL other First Lien Secured Parties or (y) release such Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to any First Lien Representative and/or the First Lien Secured Parties, each Second Lien Representative, on behalf of the Second Lien Secured Parties represented by it, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in breach of this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the contrary, cash and Cash Equivalents may be pledged to secure reimbursement obligations in respect of letters of credit without granting a Lien thereon to secure any other First Lien Obligations or any other Second Lien Obligations.
(b) So long as the Discharge of Second Lien Obligations has not occurred, if any First Lien Representative or any First Lien Secured Party shall hold any Lien on any assets or property of any Grantor securing any First Lien Obligations that are not also subject to the second-priority Liens securing all Second Lien Obligations under the Second Lien Collateral Agent Documents, such First Lien Representative or First Lien Secured Party shall notify the Second Lien Representative promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each Second Lien Representative as security for the ABL Second Lien Obligations represented by it, such First Lien Representative and First Lien Secured Parties shall, without the need for any further consent of any other Person and notwithstanding anything to the contrary in any other First Lien Document, (x) hold and be deemed to hold and have held such Lien for the benefit of each Second Lien Representative and the other Second Lien Secured Parties, subject to the relative priority of such Lien Priority as set forth in Section 2.1 hereof, or (y) release such Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and other terms hereof) and shall use its best efforts remedies available to promptly notify any Second Lien Representative and/or the ABL Collateral Agent in writing Second Lien Secured Parties, each First Lien Representative, on behalf of the existence First Lien Secured Parties represented by it, agrees that any amounts received by or distributed to any of such Lienthem pursuant to or as a result of Liens granted in breach of this Section 2.3 shall be subject to Section 4.2.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Focus Financial Partners Inc.), Second Lien Credit Agreement (Focus Financial Partners Inc.)
No New Liens. (a) Until the date upon which the Discharge of ABL First Lien Obligations shall have occurred, the parties hereto agree that no New First Second Lien Secured Party shall acquire or hold any Lien (other than any judgment lien as set forth in Section 2.3(c) above) on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Loan Party securing any New First Second Lien Obligation, if such accounts and proceeds Obligation which assets are not also subject to the Lien of the ABL Collateral First Lien Agent under the ABL Documents (and subject to First Lien Loan Documents, other than the Lien Priorities contemplated herein)Excluded Term Loan Collateral. If any New First Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Loan Party securing any New First Second Lien Obligation, Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral First Lien Agent under the ABL Documents, subject to First Lien Loan Documents (other than the Lien Priority set forth hereinExcluded Term Loan Collateral), then the New First Second Lien Collateral Agent (or the applicable New First relevant Second Lien Secured Party) shall, without the need for any further consent of any other New First Second Lien Secured Party Party, the Borrower or any Guarantor and notwithstanding anything to the contrary in any other New First Second Lien Loan Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral First Lien Agent as security for the ABL First Lien Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral First Lien Agent in writing of the existence of such Lien.
(b) Until the date upon which the Discharge of Second Lien Obligations shall have occurred, the parties hereto agree that no First Lien Secured Party shall acquire or hold any Lien (other than any judgment lien as set forth in Section 2.3(c) above) on any assets of any Loan Party securing any First Lien Obligation which assets are not also subject to the Lien of the Second Lien Agent under the Second Lien Loan Documents. If any First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any First Lien Obligation which assets are not also subject to the Lien of the Second Lien Agent under the Second Lien Loan Documents, then the First Lien Agent (or the relevant First Lien Secured Party) shall, without the need for any further consent of any other First Lien Secured Party, the Borrower or any Guarantor and notwithstanding anything to the contrary in any other First Lien Loan Document be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Second Lien Agent as security for the Second Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Second Lien Agent in writing of the existence of such Lien.
Appears in 2 contracts
Samples: Intercreditor Agreement (Rh), Intercreditor Agreement (Rh)
No New Liens. Until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Notes Secured Party shall acquire or hold any Lien on any accounts receivable or inventory of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof of inventory or accounts receivable are held or deposited, in each case of the type that would constitute Receivables Intercreditor Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement)thereof, whether in the form of accounts receivable receivable, inventory or otherwise), securing any New First Lien Notes Obligation, if such accounts and receivable, inventory or proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Notes Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts receivable, inventory or proceeds securing any New First Lien Notes Obligation, which accounts and receivable, inventory or proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Notes Collateral Agent (or the applicable New First Lien Notes Secured Party) shall, without the need for any further consent of any other New First Lien Notes Secured Party and notwithstanding anything to the contrary in any other New First Lien Notes Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
Appears in 2 contracts
Samples: Intercreditor Agreement (Ryerson International Material Management Services, Inc.), Intercreditor Agreement (J.M. Tull Metals Company, Inc.)
No New Liens. Until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien CF Secured Party shall acquire or hold any Lien on any accounts receivable or inventory of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof of inventory or accounts receivable are held or deposited, in each case of the type that would constitute Receivables Intercreditor Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement)thereof, whether in the form of accounts receivable receivable, inventory or otherwise), securing any New First Lien CF Obligation, if such accounts and receivable, inventory or proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien CF Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts receivable, inventory or proceeds securing any New First Lien CF Obligation, which accounts and receivable, inventory or proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien CF Collateral Agent (or the applicable New First Lien CF Secured Party) shall, without the need for any further consent of any other New First Lien CF Secured Party and notwithstanding anything to the contrary in any other New First Lien CF Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
Appears in 2 contracts
Samples: Credit Agreement (LVB Acquisition, Inc.), Intercreditor Agreement (Biolectron, Inc.)
No New Liens. Until the date upon which Prior to the Discharge of ABL Obligations shall have occurredObligations, the parties hereto agree that no New First the Borrower shall not, and shall not permit any other Loan Party to grant or permit any additional Liens on any ABL Collateral to secure the Shared Collateral Obligations unless it has granted or concurrently grants a Lien Secured on such ABL Collateral to secure the ABL Obligations or grant or permit any additional Liens on any asset or property to secure any ABL Obligations (other than assets or property owned by any ABL Loan Party organized in Canada) unless it has granted or concurrently grants a Lien on such ABL Collateral to secure the Shared Collateral Obligations. If any Loan Party shall acquire or hold (nonetheless and in breach hereof) permit any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables ABL Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds ABL Obligation (other than assets or property owned by any ABL Loan Party organized in Canada) which assets are not also subject to the Lien of the ABL Shared Collateral Agent Agents under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Shared Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral ABL Agent (or the applicable New First Lien relevant ABL Secured Party) shall, without the need for any further consent of any other New First Lien ABL Secured Party Party, any ABL Borrower or any ABL Guarantor, and notwithstanding anything to the contrary in any other New First Lien ABL Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Shared Collateral Agent Agents as security for the ABL Shared Collateral Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Shared Collateral Agent Agents in writing of the existence of such Lien.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Toys R Us Inc)
No New Liens. Until (a) It is the anticipation of the parties hereto that, until the date upon which the Discharge of ABL First Lien Obligations shall have occurred, the parties hereto agree that no New First Second Lien Secured Party shall acquire or hold any consensual Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), assets securing any New First Second Lien Obligation, if such accounts and proceeds Obligation which assets are not also subject to the Lien of the ABL Collateral any First Lien Agent under the ABL Documents (and subject to the applicable First Lien Priorities contemplated herein)Documents. If any New First Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Second Lien Obligation, Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral any First Lien Agent under the ABL applicable First Lien Documents, subject to the Lien Priority set forth herein, then the New First Second Lien Collateral Controlling Agent (or the applicable New First relevant Second Lien Secured Party) shall, without the need for any further consent of any other New First Second Lien Secured Party, the Borrower, any other Credit Party or any other Person and notwithstanding anything to the contrary in any other New First Second Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral such First Lien Agent as security for the ABL First Lien Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral such First Lien Agent in writing of the existence of such LienLien upon becoming aware thereof.
(b) It is the anticipation of the parties hereto that, until the date upon which the Discharge of First Lien Obligations shall have occurred, no First Lien Secured Party shall acquire or hold any consensual Lien on any assets securing any First Lien Obligation which assets are not also subject to the Lien of any Second Lien Agent under the applicable Second Lien Documents (other than as set forth in Section 2.1(d)) hereof. If any First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any First Lien Obligation which assets are not also subject to the Lien of any Second Lien Agent under the Second Lien Documents (other than as set forth in Section 2.1(d)) hereof, then the First Lien Controlling Agent (or the relevant First Lien Secured Party) shall, without the need for any further consent of any other First Lien Secured Party, the Borrower, any other Credit Party or any other Person and notwithstanding anything to the contrary in any other First Lien Document be deemed to also hold and have held such Lien as agent or bailee for the benefit of such Second Lien Agent as security for the Second Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify such Second Lien Agent in writing of the existence of such Lien upon becoming aware thereof.
Appears in 2 contracts
Samples: Indenture (Arconic Rolled Products Corp), Indenture (Arconic Inc.)
No New Liens. Until the date upon which (a) So long as the Discharge of ABL Obligations shall have First Lien Claims has not occurred, the parties hereto agree that no New First Second Lien Agent agrees, for itself and on behalf of each Second Lien Secured Party Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, that it shall not acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts assets of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Second Lien Obligation, if such accounts and proceeds Claims that are not also subject to the first-priority Lien in respect of the ABL Collateral Agent First Lien Claims under the ABL Documents (and subject to the First Lien Priorities contemplated herein)Documents. If the Second Lien Agent or any New First Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are collateral that is not also subject to the first-priority Lien in respect of the ABL Collateral Agent First Lien Claims under the ABL First Lien Documents, subject to the Lien Priority set forth herein, then the New First Second Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee lien for the benefit of the ABL Collateral First Lien Agent as security for the ABL Obligations First Lien Claims (subject to the Lien Priority priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral First Lien Agent in writing of the existence of such LienLien and in any event take such actions as may be requested by the First Lien Agent to assign or release such Liens to the First Lien Agent (and/or its designee) as security for the applicable First Lien Claims.
(b) The First Lien Agent agrees, for itself and on behalf of each First Lien Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, that it shall not acquire or hold any Lien on any assets of any Grantor securing any First Lien Claims that are not also subject to the second-priority Lien in respect of the Second Lien Claims under the Second Lien Documents. If the First Lien Agent or any First Lien Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any such collateral that is not also subject to the second-priority Lien in respect of the Second Lien Claims under the Second Lien Documents, then the First Lien Agent shall, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such lien for the benefit of the Second Lien Agent as security for the Second Lien Claims (subject to the Lien priority and other terms hereof) and shall promptly notify the Second Lien Agent in writing of the existence of such Lien and in any event take such actions, within the control of the First Lien Agent, as may be reasonably requested by the Second Lien Agent to cause such Liens to secure the Second Lien Claims.
(c) The Second Lien Agent acknowledges and agrees, for itself and on behalf of each Second Lien Secured Party, that (i) the First Lien Lenders may have a security interest in assets of Prestige Cruise Holdings, Inc., a Panamanian corporation and the indirect parent of SSC (“PCH”), (ii) neither the Second Lien Agent nor any Second Lien Secured Party has a security interest in assets of PCH and (iii) if the Second Lien Agent or any Second Lien Secured Party has or obtains such a security interest, such assets shall be deemed Common Collateral for all purposes of this Agreement.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Mariner, LLC)
No New Liens. (a) Until the date upon which the Discharge of ABL Obligations Payment Date has occurred, (i) there shall be no Lien, and no Loan Party shall have occurredany right to create any Lien, on any assets of any Loan Party securing any Term Loan Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the parties hereto agree that no New First Lien ABL Obligations subject to the lien priorities set forth in Section 2.1 and (ii) if any Term Loan Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Loan Party securing any New First Lien Obligation, if such accounts and proceeds Term Loan Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority lien priorities set forth hereinin Section 2.1, then the New First Lien Collateral Term Loan Agent (or the applicable New First Lien Secured Party) shallwill, without the need for any further consent of any other New First Lien Term Loan Secured Party and notwithstanding anything to the contrary in any other New First Lien Term Loan Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority lien priorities set forth in Section 2.1 and the other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the ABL Secured Parties, the Term Loan Agent and the other 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 2.4 shall be subject to Section 4.1.
(b) Until the Term Loan Obligations Payment Date has occurred, (i) there shall be no Lien (other than cash collateralization of any ABL Obligations consisting of letters of credit or Hedging Obligations), and no Loan Party shall have any right to create any Lien (other than cash collateralization of any ABL Obligations consisting of letters of credit or Hedging Obligations), on any assets of any Loan Party securing any ABL Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the Term Loan Obligations subject to the lien priorities set forth in Section 2.1 and (ii) if any ABL Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Loan Agent under the Term Loan Documents, subject to the lien priorities set forth in Section 2.1, then the ABL Agent will, without the need for any further consent of any other ABL Secured Party and notwithstanding anything to the contrary in any other ABL Document, be deemed to also hold and have held such Lien for the benefit of the Term Loan Agent as security for the Term Loan Obligations (subject to the lien priorities set forth in Section 2.1 and the other terms hereof) and shall promptly notify the Term Loan Agent in writing of the existence of such Lien; provided that the Note Obligations (as defined in the Term Loan Guarantee and Collateral Agreement) shall not be secured by any Excluded Note Collateral (as defined in the Term Loan Guarantee and Collateral 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 Term Loan Secured Parties, the ABL Agent and the other ABL 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 2.4 shall be subject to Section 4.1.
Appears in 2 contracts
Samples: Revolving Loan Credit Agreement (CDW Finance Corp), Term Loan Agreement (CDW Corp)
No New Liens. Until (a) It is the anticipation of the parties, that until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Term Secured Party shall acquire or hold any consensual Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Party securing any New First Lien Obligation, if such accounts and proceeds Term Obligation (other than the Term Exclusive Collateral) which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein)Documents. If any New First Lien Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Lien Obligation, Term Obligation (other than the Term Exclusive Collateral) which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Controlling Term Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Term Secured Party, the Company or any Term Credit Party and notwithstanding anything to the contrary in any other New First Lien Term Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienLien upon becoming aware thereof.
(b) It is the anticipation of the parties, that until the date upon which the Discharge of Term Obligations shall have occurred, no ABL Secured Party shall acquire or hold any consensual Lien on any assets of any Credit Party securing any ABL Obligation (other than the ABL Exclusive Collateral) which assets are not also subject to the Lien of the Term Agents under the Term Documents. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation (other than the ABL Exclusive Collateral) which assets are not also subject to the Lien of the Term Agents under the Term Documents, then the ABL Agent shall, without the need for any further consent of any other ABL Secured Party, the Company or any ABL Credit Party and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such Lien as agent or bailee for the benefit of the relevant Term Agents as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the relevant Term Agent in writing of the existence of such Lien upon becoming aware thereof.
Appears in 2 contracts
Samples: Credit Agreement (Canada Goose Holdings Inc.), Credit Agreement (Canada Goose Holdings Inc.)
No New Liens. Until the date upon which So long as the Discharge of ABL First Lien Obligations shall have has not occurred, the parties hereto agree that no New First that, after the date hereof, the Second Lien Secured Party Collateral Agent shall not acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Borrower or any deposit or other accounts of Grantor (and neither the Borrower nor any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), shall grant such Lien) securing any New First Second Lien Obligation, if such accounts and proceeds Obligations that are not also subject to the a First Priority Lien in respect of the ABL Collateral Agent First Lien Obligations under the ABL First Lien Documents, and (ii) except as otherwise set forth herein or in the First Lien Documents (and subject or the Second Lien Documents, none of the Grantors shall grant or permit any Liens on any asset or property of any Grantor to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor to secure the Second Lien Priorities contemplated herein)Obligations. If any New First Second Lien Collateral Agent or any Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts assets of the Borrower or proceeds any other Grantor securing any New First Second Lien Obligation, which accounts and proceeds Obligations that are not also subject to the First Priority Lien in respect of the ABL Collateral Agent First Lien Obligations under the ABL First Lien Documents, subject to the Lien Priority set forth herein, then the New First Second Lien Collateral Agent (or the applicable New First such Second Lien Secured Party) Party shall, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New document, (i) notify the First Lien DocumentCollateral Agent promptly upon becoming aware thereof and, unless such Grantor shall promptly grant a similar Lien on such assets or property to the First Lien Collateral Agent as security for the First Lien Obligations, shall assign such Lien to the First Lien Collateral Agent as security for all First Lien Obligations for the benefit of the First Lien Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the First Lien Collateral Agent, shall be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL First Lien Collateral Agent and the other First Lien Secured Parties as security for the ABL Obligations (First Lien Obligations. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or any other First Lien Secured Party, the Second Lien Collateral Agent, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section 2.3 shall be subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienSection 4.2.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Advantage Solutions Inc.)
No New Liens. Until (a) It is the anticipation of the parties that, until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Term Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Loan Party securing any New First Lien Obligation, if such accounts and proceeds Term Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein)Documents. If any New First Lien Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Loan Party securing any New First Lien Obligation, Term Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Term Agent (or the applicable New First Lien relevant Term Secured Party) shall, without the need for any further consent of any other New First Lien Term Secured Party Party, the Administrative Borrower or any Term Guarantor and notwithstanding anything to the contrary in any other New First Lien Term Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienLien upon becoming aware thereof.
(b) It is the anticipation of the parties, that until the date upon which the Discharge of Term Obligations shall have occurred, no ABL Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents. If any ABL Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party, any ABL Borrower or any ABL Guarantor and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Term Agent as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Term Agent in writing of the existence of such Lien upon becoming aware thereof.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Overseas Shipholding Group Inc), Abl Credit Agreement (Overseas Shipholding Group Inc)
No New Liens. Until Subject to Section 11.03 of the date upon which New 1.5 Lien Notes Indenture and the corresponding provision of any Second-Priority Document relating to Future Second-Lien Indebtedness, so long as the Discharge of ABL Obligations shall have Senior Lender Claims has not occurred, the parties hereto agree that no New First Lien Secured Party that, after the date hereof, if any Second-Priority Agent shall acquire or hold any Lien on any accounts receivable assets of the Company or any other Grantor securing any Second-Priority Claims that are not also subject to the first-priority Lien in respect of the Senior Lender Claims under the Senior Lender Documents, such Second-Priority Agent shall notify the Intercreditor Agent promptly upon becoming aware thereof and, upon demand by the Intercreditor Agent or the Company, will assign or release such Lien to the Intercreditor Agent (and/or its designee) as security for the applicable Senior Lender Claims (in the case of an assignment, each Second-Priority Agent may retain a junior lien on such assets subject to the terms hereof). Subject to Section 11.03 of the New 1.5 Lien Notes Indenture and the corresponding provision of any GrantorSecond-Priority Document relating to Future Second-Lien Indebtedness, each Second-Priority Agent agrees that, after the proceeds thereof date hereof, if it shall hold any Lien on any assets of the Company or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds Second-Priority Claims that are not also subject to the Lien in favor of the ABL Collateral other Second-Priority Agent, such Second-Priority Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of notify any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Second-Priority Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lienupon becoming aware thereof.
Appears in 2 contracts
Samples: Intercreditor Agreement, Intercreditor Agreement (Hexion Inc.)
No New Liens. Until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien (except as may be separately otherwise agreed in writing by and between the relevant Agents, each on behalf of itself and the Secured Parties represented thereby):
(i) No Term Loan Secured Party shall knowingly acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or Credit Party securing any deposit or Term Loan Obligation (other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral than Excluded Assets (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds ABL Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and Documents, subject to the Lien Priorities contemplated Priority set forth herein). If any New First Lien Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Lien Obligation, Term Loan Obligation (other than Excluded Assets (as defined in the ABL Documents) constituting Specified Excluded Assets) which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Term Loan Agent (or the applicable New First Lien relevant Term Loan Secured Party) shall, without the need for any further consent of any other New First Lien Term Loan Secured Party and notwithstanding anything to the contrary in any other New First Lien Term Loan Document, be deemed to also hold and have held such Lien as agent or bailee lien for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Term Loan Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Term Loan Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the ABL Documents)).
(ii) No Additional Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets (as defined in the ABL Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Additional Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Additional Obligation (other than Excluded Assets (as defined in the ABL Documents) constituting Specified Excluded Assets) which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the relevant Additional Agent (or the relevant Additional Secured Party) shall, without the need for any further consent of any other Additional Secured Party and notwithstanding anything to the contrary in any other Additional Document, be deemed to also hold and have held such lien for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (ii) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Additional Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Additional Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the ABL Documents)).
Appears in 1 contract
No New Liens. Until (a) It is the intention of the parties, that until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Term Secured Party shall acquire or hold any consensual Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), assets securing any New First Lien Obligation, if such accounts and proceeds Term Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein)Documents. If any New First Lien Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Lien Obligation, Term Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Term Agent (or the applicable New First Lien other relevant Term Secured Party) shall, without the need for any further consent of any other New First Lien Term Secured Party Party, the Term Borrower or any Term Guarantor and notwithstanding anything to the contrary in any other New First Lien Term Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienLien upon becoming aware thereof.
(b) It is the intention of the parties, that until the date upon which the Discharge of Term Obligations shall have occurred, no ABL Secured Party shall acquire or hold any consensual Lien on any assets securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents, then the ABL Agent (or the other relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party, any ABL Borrower or any ABL Guarantor and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Term Agent as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Term Agent in writing of the existence of such Lien upon becoming aware thereof.
Appears in 1 contract
Samples: Credit Agreement (Sportsman's Warehouse Holdings, Inc.)
No New Liens. Until (a) The INMETCO Agent, on behalf of itself and the date upon which INMETCO Facility Lenders, agrees that, so long as the Discharge of ABL Indenture Obligations shall have has not occurred, the parties hereto agree that no New First Lien Secured Party it shall acquire or hold any not obtain a Lien on any accounts receivable asset or property of any GrantorINMETCO Company unless the Collateral Agent concurrently obtains a Lien thereon or waives its rights under this sentence, provided, however, that the proceeds thereof or refusal of the Collateral Agent to accept a Lien on any deposit or other accounts property of any Grantor in which accounts receivable INMETCO Company shall not prohibit the taking of a Lien by the INMETCO Agent. The INMETCO Agent, on behalf of itself and the INMETCO Facility Lenders, agrees that, so long as the Discharge of Indenture Obligations has not occurred, it shall not obtain a Lien on any asset or proceeds thereof are held or deposited, in each case property of the type Company unless the Collateral Agent concurrently obtains a Lien thereon or waives its right under this sentence; provided that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding the Collateral Agent may obtain Liens on assets or property of the Company that the INMETCO Agent or INMETCO Facility Lenders do not have a Lien on.
(b) The Collateral Agent, on behalf of itself, the Trustee and the other Indenture Holders, agrees that, so long as the Discharge of INMETCO Facility Claims has not occurred, it shall not obtain a Lien on any European asset or property of any INMETCO Company unless the INMETCO Agent concurrently obtains a Lien thereon or waives its rights under this sentence, provided, however, that the refusal of the INMETCO Agent to accept a Lien on any property of any INMETCO Company shall not prohibit the taking of a Lien by the Collateral Agent.
(as defined in c) If the CF Credit Agreement)Collateral Agent, whether in on behalf of itself, the form Trustee and the other Indenture Holders, shall acquire any Lien on any property of accounts receivable any INMETCO Company or otherwise), any of its Subsidiaries securing any New First Lien Obligation, if such accounts and proceeds are Indenture Obligations which property is not also subject to the Lien of the ABL Collateral INMETCO Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth hereinproperty would otherwise be INMETCO Collateral, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party Person (x) hold and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee and security interest on such property for the benefit of the ABL INMETCO Agent, on behalf of itself and the INMETCO Facility Lenders, with respect to the INMETCO Collateral Agent as security for the ABL Obligations INMETCO Facility Claims, or (y) if directed by the INMETCO Agent, release such Lien; provided, however, that the Collateral Agent shall not be required to take such actions if the INMETCO Agent previously refused to accept a Lien on such property.
(d) To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.4, the priority of such additional Liens shall be determined in accordance with Section 2.2. To the extent the provisions in this Section 2.4 are not complied with for any reason, without limiting any other right or remedy available to the INMETCO Agent or the Collateral Agent, as applicable, the INMETCO Agent, on behalf of itself and the INMETCO Facility Lenders, and the Collateral Agent, on behalf of itself, the Trustee and the other Indenture Holders, agree that any amounts received by or distributed to any of the INMETCO Facility Lenders or the Indenture Holders pursuant to or as a result of any Lien granted in contravention of this Section 2.4 shall be subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienSection 4.1.
Appears in 1 contract
Samples: Indenture (Horsehead Holding Corp)
No New Liens. Until (a) It is the anticipation of the parties, that until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Term Secured Party shall shall, other than with respect to assets consisting of Real Property (over which assets the ABL Agent does not hold a Lien on the date hereof and does not intend to acquire a Lien following the date hereof), acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), assets securing any New First Lien Obligation, if such accounts and proceeds Term Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein)Documents. If any New First Lien Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets (other than Real Property) of any Credit Party securing any New First Lien Obligation, Term Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Term Agent (or the applicable New First Lien relevant Term Secured Party) shall, without the need for any further consent of any other New First Lien Term Secured Party Party, the Borrower or any Term Guarantor and notwithstanding anything to the contrary in any other New First Lien Term Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienLien upon becoming aware thereof.
(b) It is the anticipation of the parties, that until the date upon which the Discharge of Term Obligations shall have occurred, no ABL Secured Party shall acquire or hold any Lien on any assets securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party, the Borrower or any ABL Guarantor and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Term Agent as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Term Agent in writing of the existence of such Lien upon becoming aware thereof.
Appears in 1 contract
Samples: Credit Agreement (JOANN Inc.)
No New Liens. Until (a) The parties hereto agree that, until the date upon which Senior Obligations have been Paid in Full, none of the Discharge Grantors shall, nor shall any Grantor permit any of ABL its subsidiaries to, grant or permit any additional liens on any asset of a Grantor to secure any Junior Obligations unless it has granted, or substantially concurrent therewith grants, a lien on such asset of such Grantor to secure the Senior Obligations, with such lien to be subject to the provisions of this Agreement. To the extent that the provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Noteholders or the Senior Agent, the Junior Obligee agrees that any amounts received by or distributed to the Junior Obligee pursuant to or as a result of any lien granted in contravention of this Section 6 shall be subject to Section 2.3.
(b) The parties hereto acknowledge and agree that it is their intention that the Junior Obligee shall not have occurreda lien on or a security interest in any Collateral that the Senior Agent does not have a lien on or security interest in. In furtherance of the foregoing, the parties hereto agree to cooperate in good faith in order to determine, upon any reasonable request by the Senior Agent or the Junior Obligee, the specific assets included in the Collateral, the steps taken to perfect the liens of the Senior Agent and the Junior Obligee thereon and the identity of the respective parties obligated under the Junior Documents and the Senior Documents in respect of the Junior Obligations and the Senior Obligations, respectively. The Junior Obligee further agrees that no New First Lien Secured Party shall acquire or hold it will not take any Lien actions to perfect any of its liens on any accounts receivable of any GrantorCollateral, unless and until it has received confirmation from the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of Senior Agent that the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if Senior Agent has perfected its liens on such accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienCollateral.
Appears in 1 contract
No New Liens. Until the date upon which the Discharge of ABL Obligations shall have occurred(a) Whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree that agree, subject to Section 6, that:
(i) no New First Lien Secured Party Grantor shall acquire or hold any Lien on any accounts receivable of grant, and the Term Collateral Agent shall not accept from any Grantor, any additional Liens under any Term Collateral Document on any asset to secure any Term Obligation unless such Grantor also grants a Lien on such asset to secure the proceeds thereof or any deposit or other accounts ABL Obligations concurrently with the grant of any Grantor a Lien thereon in which accounts receivable or proceeds thereof are held or deposited, in each case favor of the type that would constitute Receivables Term Collateral as described Agent in accordance with the definition thereof relative Lien priorities set forth in this Agreement, and
(but for ii) no Grantor shall grant, and the avoidance ABL Collateral Agent shall not accept from any Grantor, any additional Liens under any ABL Collateral Documents on any asset to secure any ABL Obligations unless such Grantor grants a Lien on such asset to secure the Term Obligations concurrently with the grant of doubt, excluding any European Collateral (as defined a Lien thereon in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are not also subject to the Lien favor of the ABL Collateral Agent under in accordance with the ABL Documents (and subject relative Lien priorities set forth in this Agreement, provided that the foregoing shall not apply to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien additional Liens on any asset of any Grantor granted to secure Obligations of any Class if, prior to such accounts grant, such Grantor has offered in writing to xxxxx x Xxxx on such asset to secure Obligations of the other Class and the Collateral Agent of such other Class has affirmatively declined in writing to accept such Lien or proceeds securing has failed to respond to such offer within 30 days thereof, in which case such Collateral Agent shall be deemed to have declined to accept such Lien; and provided further that the attachment of any New First previously granted Lien Obligation, which accounts and proceeds to any after-acquired property of the type covered by such Lien immediately prior thereto shall not be deemed to be an acceptance of an additional Lien for the purposes of this Section 2.3.
(b) To the extent that the provisions of Section 2.3(a) are not also subject complied with for any reason, (i) without limiting any other rights and remedies available to the Lien of the ABL Collateral Agent under or the other ABL DocumentsClaimholders, the Term Collateral Agent, on behalf of the Term Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted and accepted in contravention of Section 2.3(a) shall be subject to Section 4.2 and the Lien Priority set forth herein, then the New First Lien Term Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party also shall hold and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee Liens for the benefit of the ABL Collateral Agent as security for and the other ABL Obligations (Claimholders subject to the Lien Priority provisions set forth herein, and (ii) without limiting any other terms hereofrights and remedies available to the Term Collateral Agent or the other Term Claimholders, the ABL Collateral Agent, on behalf of the ABL Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted and accepted in contravention of Section 2.3(a) shall be subject to Section 4.2 and shall use its best efforts to promptly notify the ABL Collateral Agent in writing also shall hold and be deemed to have held such Liens for the benefit of the existence of such LienTerm Collateral Agent and the other Term Claimholders subject to the provisions set forth herein.
Appears in 1 contract
No New Liens. Until (a) It is the anticipation of the parties that, until the date upon which the Discharge of ABL First Lien Obligations shall have occurred, no Second Lien Secured Party shall acquire or hold any consensual Lien on any assets securing any Second Lien Obligation which assets are not also subject to the Lien of the First Lien Agent under the First Lien Documents. If any Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Second Lien Obligation which assets are not also subject to the Lien of the First Lien Agent under the First Lien Documents, then the Second Lien Agent (or the relevant Second Lien Secured Party) shall, without the need for any further consent of any other Second Lien Secured Party, the Borrower, any Second Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other Second Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the First Lien Agent as security for the First Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the First Lien Agent in writing of the existence of such Lien upon becoming aware thereof. Without limiting any other right or remedy available to the First Lien Agent or the First Lien Secured Parties, the Second Lien Agent, 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 2.5(a) shall be subject to the turnover provisions in Section 3.6.
(b) It is the anticipation of the parties hereto agree that that, until the date upon which the Discharge of First Lien Obligations shall have occurred, no New First Lien Secured Party shall acquire or hold any consensual Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), assets securing any New First Lien Obligation, if such accounts and proceeds Obligation which assets are not also subject to the Lien of the ABL Collateral Second Lien Agent under the ABL Second Lien Documents (and subject to the Lien Priorities contemplated hereinother than as set forth in Section 2.1(d)). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Lien Obligation, Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Second Lien Agent under the ABL Documents, subject to the Second Lien Priority Documents (other than as set forth hereinin Section 2.1(d)), then the New First Lien Collateral Agent (or the applicable New relevant First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party Party, the Borrower, any First Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Second Lien Agent as security for the ABL Second Lien Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Second Lien Agent in writing of the existence of such LienLien upon becoming aware thereof.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Foundation Building Materials, Inc.)
No New Liens. (a) Until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Term Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Party securing any New First Lien Obligation, if such accounts and proceeds Term Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein)Documents. If any New First Lien Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Lien Obligation, Term Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Term Agent (or the applicable New First Lien relevant Term Secured Party) shall, without the need for any further consent of any other New First Lien Term Secured Party Party, any Term Borrower or any Term Guarantor and notwithstanding anything to the contrary in any other New First Lien Term Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
(b) Until the date upon which the Discharge of Term Obligations shall have occurred, the parties hereto agree that no ABL Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party, any ABL Borrower or any ABL Guarantor and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Term Agent as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Term Agent in writing of the existence of such Lien.
Appears in 1 contract
Samples: Intercreditor Agreement
No New Liens. Until (a) Subject to Section 2.5(c), until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Notes Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Party securing any New First Lien Obligation, if such accounts and proceeds Notes Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject Documents. Subject to the Lien Priorities contemplated hereinSection 2.5(c). If , if any New First Lien Notes Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Lien Obligation, Notes Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Notes Agent (or the applicable New First Lien Secured relevant Notes Party) ), shall, without the need for any further consent of any other New First Lien Secured Party Notes Party, the Company or any Guarantor, and notwithstanding anything to the contrary in any other New First Lien Notes Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent Secured Parties as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
(b) Until the date upon which the Discharge of Notes Obligations shall have occurred, no ABL Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of each of the Notes Agent, or any other agent under any Notes Documents, subject to the Lien Priority set herein. If any ABL Secured Party shall (nonetheless and in breach of this Agreement) acquire or hold any Lien on any assets of the Company or any Guarantor securing any ABL Obligations which assets are not also subject to the Lien of the Notes Agent, subject to the Lien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party, the Company or any Guarantor and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such Lien as bailee for the benefit of the Notes Secured Parties as security for the Notes Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Notes Agent in writing of the existence of such Lien.
(c) Notwithstanding anything in this Agreement to the contrary, the provisions of clauses (a) and (b) of this Section 2.5 shall not apply to (i) any property that the relevant ABL Secured Parties or Notes Secured Parties, as applicable, have elected not to include in the Collateral securing the ABL Obligations or the Notes Obligations, as applicable, and/or (ii) any cash or cash equivalents pledged to secure ABL Obligations consisting of reimbursement obligations in respect of letters of credit, swingline loans, Cash Management Services, and/or Bank Products.
Appears in 1 contract
No New Liens. (a) Until the date upon which the Discharge of ABL Obligations shall have occurredPayment Date, the parties hereto agree that no New First Lien Indenture Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Loan Party securing any New First Lien Obligation, if such accounts and proceeds Indenture Obligation which assets are not also subject to the Lien of the ABL Collateral Agent Lender under the ABL Documents (and Documents, subject to the Lien Priorities contemplated Priority set forth herein). If any New First Lien Indenture Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Loan Party securing any New First Lien Obligation, Indenture Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent Lender under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Noteholder Agent (or the applicable New First Lien relevant Indenture Secured Party) shall, without the need for any further consent of any other New First Lien Indenture Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, Indenture Document be deemed to also hold and have held such Lien as agent or bailee lien for the benefit of the ABL Collateral Agent Lender as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Lender in writing of the existence of such Lien.
(b) Until the Indenture Obligations Payment Date, the ABL Lender shall not acquire or hold any Lien on any assets of any Loan Party securing any ABL Obligation which assets are not also subject to the Lien of the Noteholder Agent under the Indenture Documents, subject to the Lien Priority set forth herein; provided, however, the ABL Lender may hold Liens on ABL Lender Cash Collateral notwithstanding Noteholder Agent’s lack of a Lien thereon. If the ABL Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any ABL Obligation which assets are not also subject to the Lien of the Noteholder Agent under the Indenture Documents, subject to the Lien Priority set forth herein, then the ABL Lender shall, notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such lien for the benefit of the Noteholder Agent as security for the Indenture Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Noteholder Agent in writing of the existence of such Lien.
Appears in 1 contract
Samples: Intercreditor Agreement (SAExploration Holdings, Inc.)
No New Liens. Until the date upon which Post Road Claim is Paid in Full, whether or not any Insolvency Proceeding has been commenced by or against any Obligor, no Obligor shall grant or permit any additional Liens on any asset or property to secure the Discharge of ABL Obligations shall have occurredThermo Claim unless it has granted or concurrently grants a Lien on such asset or property to secure the Post Road Claim, the parties hereto agree agreeing that no New First any such Lien Secured Party shall acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are not also be subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein)Section 2.
1. If any New First Lien Secured Party Thermo shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts assets or proceeds securing property of any New First Lien Obligation, which accounts and proceeds Obligor that are not also subject to the first priority Lien in respect of the ABL Collateral Agent Post Road Claim under the ABL Post Road Loan Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) Thermo shall, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee lien for the benefit of the ABL Collateral Agent Post Road as security for the ABL Obligations Post Road Claim (but Thermo shall retain a junior Lien on such Collateral subject to the Lien Priority lien priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent Post Road in writing of the existence of such LienLien and in any event take such actions as may be reasonably requested by Post Road to assign such Lien to Post Road as security for the Post Road Claim (provided that Thermo shall retain a junior Lien on such Collateral subject to the lien priority and other terms hereof). To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to Post Road, Thermo agrees that any amounts received by or distributed to it pursuant to, or as a result of, Xxxxx granted in contravention of this Section 2.5 shall be subject to Section 4.2.
Appears in 1 contract
Samples: Intercreditor Agreement (Digerati Technologies, Inc.)
No New Liens. Until (a) Subject to Section 2.5(c), until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Notes Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or Credit Party (other than any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type real estate that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), is a Mortgaged Property) securing any New First Lien Obligation, if such accounts and proceeds Notes Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject Documents. Subject to the Lien Priorities contemplated hereinSection 2.5(c). If , if any New First Lien Notes Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Lien Obligation, Notes Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Notes Agent (or the applicable New relevant First Lien Secured Notes Party) ), shall, without the need for any further consent of any other New First Lien Secured Party Notes Party, the Company or any Guarantor, and notwithstanding anything to the contrary in any other New First Lien Notes Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
(b) Until the date upon which the Discharge of First Lien Notes Obligations shall have occurred, no ABL Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of each of the First Lien Notes Agent, or any other agent under any First Lien Notes Documents, subject to the Lien Priority set herein. If any ABL Secured Party shall (nonetheless and in breach of this Agreement) acquire or hold any Lien on any assets of the Company or any Guarantor securing any ABL Obligations which assets are not also subject to the Lien of the First Lien Notes Agent, subject to the Lien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party, the Company or any Guarantor and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such Lien as bailee for the benefit of the First Lien Notes Agent as security for the First Lien Notes Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the First Lien Notes Agent in writing of the existence of such Lien.
(c) Notwithstanding anything in this Agreement to the contrary, the provisions of clauses (a) and (b) of this Section 2.5 shall not apply to (i) any real property a mortgage over which has been granted pursuant to the terms of the First Lien Notes Documents and has not been granted pursuant to the terms of the ABL Documents, [or] (ii) any cash or cash equivalents pledged to secure ABL Obligations consisting of reimbursement obligations in respect of letters of credit [or (iii) or (iii) any Canadian Collateral. The First Lien Notes Agent, on behalf of itself and/or the First Lien Notes Secured Parties, acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, no First Lien Notes Secured Party shall (a) have any Lien on the Canadian Collateral or any other rights thereto or interests therein, (b) commence or take any enforcement action with respect to the Canadian Subsidiaries or the Canadian Collateral or (c) contest, protest, object to, or interfere with the manner in which the ABL Agent or any ABL Secured Party seeks to enforce its Liens in any Canadian Collateral]16.
Appears in 1 contract
Samples: Revolving Credit Agreement (Gap Inc)
No New Liens. Until (a) It is the anticipation of the parties that, until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Term Secured Party shall acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), assets securing any New First Lien Obligation, if such accounts and proceeds Term Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents Documents. Subject to clause (and subject to the Lien Priorities contemplated herein). If c) below, if any New First Lien Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Lien Obligation, Term Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Term Agent (or the applicable New First Lien relevant Term Secured Party) shall, without the need for any further consent of any other New First Lien Term Secured Party Party, any Term Borrower or any Term Guarantor and notwithstanding anything to the contrary in any other New First Lien Term Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienLien upon becoming aware thereof.
(b) It is the anticipation of the parties that, until the date upon which the Discharge of Term Obligations shall have occurred, no ABL Secured Party shall acquire or hold any Lien on any assets securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents. Subject to clause (c) below, if any ABL Secured Party shall nonetheless acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party, the ABL US Borrower or any ABL Guarantor and notwithstanding anything to the contrary in any other ABL Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Term Agent as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Term Agent in writing of the existence of such Lien upon becoming aware thereof. This Section 2.5(b) is in all respects subject to Section 2.1(d).
(c) Notwithstanding the foregoing under this Section 2.5:
(i) clause (a) shall not be applicable with respect to any asset of any Credit Party for which a Lien in such asset in favor of the ABL Agent is expressly not required pursuant to the terms of the ABL Credit Agreement or any ABL Collateral Document (whether such asset or type of asset is expressly excluded from being collateral for the ABL Obligations or such asset does not meet any minimum value or similar threshold for inclusion as collateral for the ABL Obligations or otherwise); and
(ii) clause (b) shall not be applicable with respect to any asset of any Credit Party for which a Lien in such asset in favor of the Term Agent is expressly not required pursuant to the terms of the Term Credit Agreement or any Term Collateral Document (whether such asset or type of asset is expressly excluded from being collateral for the Term Obligations or such asset does not meet any minimum value or similar threshold for inclusion as collateral for the Term Obligations or otherwise).
Appears in 1 contract
No New Liens. Until the date upon which the Discharge of ABL Obligations shall have occurred(a) Whether or not any Insolvency Proceeding has been commenced by or against any Grantor, the parties hereto agree that agree, subject to Section 6, that:
(i) no New First Lien Secured Party Grantor shall acquire or hold any Lien on any accounts receivable of grant, and the Term Collateral Agent shall not accept from any Grantor, any additional Liens under any Term Collateral Document on any asset to secure any Term Obligation unless such Grantor also grants a Lien on such asset to secure the proceeds thereof or any deposit or other accounts ABL Obligations concurrently with the grant of any Grantor a Lien thereon in which accounts receivable or proceeds thereof are held or deposited, in each case favor of the type that would constitute Receivables Term Collateral as described Agent in accordance with the definition thereof relative Lien priorities set forth in this Agreement, and
(but for ii) no Grantor shall grant, and the avoidance ABL Collateral Agent shall not accept from any Grantor, any additional Liens under any ABL Collateral Documents on any asset to secure any ABL Obligations unless such Grantor grants a Lien on such asset to secure the Term Obligations concurrently with the grant of doubt, excluding any European Collateral (as defined a Lien thereon in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are not also subject to the Lien favor of the ABL Collateral Agent under in accordance with the ABL Documents relative Lien priorities set forth in this Agreement, provided that the foregoing shall not apply to (and subject i) Liens on any asset of any Grantor granted to secure Obligations of any Class if such asset is expressly excluded from the grant of a security interest by such Grantor pursuant to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall Collateral Documents of the other Class and (nonetheless and in breach hereofii) acquire or hold any Lien additional Liens on any asset of any Grantor granted to secure Obligations of any Class if, prior to such accounts grant, such Grantor has offered in writing to xxxxx x Xxxx on such asset to secure Obligations of the other Class and the Collateral Agent of such other Class has affirmatively declined in writing to accept such Lien or proceeds securing has failed to respond to such offer within 30 days thereof, in which case such Collateral Agent shall be deemed to have declined to accept such Lien; and provided further that the attachment of any New First previously granted Lien Obligation, which accounts and proceeds to any after-acquired property of the type covered by such Lien immediately prior thereto shall not be deemed to be an acceptance of an additional Lien for the purposes of this Section 2.3.
(b) To the extent that the provisions of Section 2.3(a) are not also subject complied with for any reason, (i) without limiting any other rights and remedies available to the Lien of the ABL Collateral Agent under or the other ABL DocumentsClaimholders, the Term Collateral Agent, on behalf of the Term Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted and accepted in contravention of Section 2.3(a) shall be subject to Section 4.2 and the Lien Priority set forth herein, then the New First Lien Term Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party also shall hold and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee Liens for the benefit of the ABL Collateral Agent as security for and the other ABL Obligations (Claimholders subject to the Lien Priority provisions set forth herein, and (ii) without limiting any other terms hereofrights and remedies available to the Term Collateral Agent or the other Term Claimholders, the ABL Collateral Agent, on behalf of the ABL Claimholders, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted and accepted in contravention of Section 2.3(a) shall be subject to Section 4.2 and shall use its best efforts to promptly notify the ABL Collateral Agent in writing also shall hold and be deemed to have held such Liens for the benefit of the existence of such LienTerm Collateral Agent and the other Term Claimholders subject to the provisions set forth herein.
Appears in 1 contract
No New Liens. Until (j) Subject to Section 2.5(c), until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Notes Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or Credit Party (other than any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type real estate that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), is a Mortgaged Property) securing any New First Lien Obligation, if such accounts and proceeds Notes Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject Documents. Subject to the Lien Priorities contemplated hereinSection 2.5(c). If , if any New First Lien Notes Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Lien Obligation, Notes Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Notes Agent (or the applicable New relevant First Lien Secured Notes Party) ), shall, without the need for any further consent of any other New First Lien Secured Party Notes Party, the Company or any Guarantor, and notwithstanding anything to the contrary in any other New First Lien Notes Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
(k) Until the date upon which the Discharge of First Lien Notes Obligations shall have occurred, no ABL Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of each of the First Lien Notes Agent, or any other agent under any First Lien Notes Documents, subject to the Lien Priority set herein. If any ABL Secured Party shall (nonetheless and in breach of this Agreement) acquire or hold any Lien on any assets of the Company or any Guarantor securing any ABL Obligations which assets are not also subject to the Lien of the First Lien Notes Agent, subject to the Lien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party, the Company or any Guarantor and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such Lien as bailee for the benefit of the First Lien Notes Agent as security for the First Lien Notes Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the First Lien Notes Agent in writing of the existence of such Lien.
(l) Notwithstanding anything in this Agreement to the contrary, the provisions of clauses (a) and (b) of this Section 2.5 shall not apply to (i) any real property a mortgage over which has been granted pursuant to the terms of the First Lien Notes Documents and has not been granted pursuant to the terms of the ABL Documents, [or] (ii) any cash or cash equivalents pledged to secure ABL Obligations consisting of reimbursement obligations in respect of letters of credit [or (iii) or (iii) any Canadian Collateral. The First Lien Notes Agent, on behalf of itself and/or the First Lien Notes Secured Parties, acknowledges and agrees that, notwithstanding anything in this Agreement to the contrary, no First Lien Notes Secured Party shall (a) have any Lien on the Canadian Collateral or any other rights thereto or interests therein, (b) commence or take any enforcement action with respect to the Canadian Subsidiaries or the Canadian Collateral or (c) contest, protest, object to, or interfere with the manner in which the ABL Agent or any ABL Secured Party seeks to enforce its Liens in any Canadian Collateral]16. 16 Bracketed language to be included at the request of the ABL Agent if the fixed asset facility is not secured by assets of the Canadian subsidiaries.
Appears in 1 contract
Samples: Revolving Credit Agreement (Gap Inc)
No New Liens. Until the date upon which So long as the Discharge of ABL First Lien Obligations shall have has not occurred, the parties hereto agree that that, after the date hereof, no New First Second Lien Secured Party Claimholder shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any a Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), and no Grantor shall grant such Lien) securing any New First Second Lien Obligation, if such accounts and proceeds Obligations that are not also subject to the Lien a first priority lien in respect of the ABL Collateral Agent First Lien Obligations under the ABL Documents (and subject to the First Lien Priorities contemplated herein)Loan Documents. If any New First Second Lien Secured Party Claimholder shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are assets of a Grantor that is not also subject to the Lien a first priority lien in respect of the ABL Collateral Agent First Lien Obligations under the ABL First Lien Loan Documents, subject to the then such Second Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) Claimholder shall, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent PDL as security for the ABL First Lien Obligations (subject to the Lien Priority lien priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent PDL in writing of such Lien and in any event take such actions as may be requested by PDL to assign or release such Lien to PDL (and/or its designee) as security for the existence First Lien Obligations. To the extent that this Section 2.3 is not complied with for any reason, without limiting any other rights and remedies available to PDL or the First Lien Claimholders, each Second Lien Claimholder agrees that any amounts received by or distributed to it pursuant to or as a result of such LienLiens granted in contravention of this Section 2.3 shall be subject to Section 4.2.
Appears in 1 contract
Samples: Subordination and Intercreditor Agreement (CareView Communications Inc)
No New Liens. Until the date upon which So long as the Discharge of ABL Obligations Senior Lender Claims has not occurred and subject to Section 6, each Second Priority Agent agrees, for itself and on behalf of each applicable Second Priority Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Borrower or any other Grantor, that it shall have occurred, the parties hereto agree that no New First Lien Secured Party shall not acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Borrower or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds Second Priority Claims that are not also subject to the first-priority Lien in respect of the ABL Collateral Agent Senior Lender Claims under the ABL Documents (and subject to the Lien Priorities contemplated herein)Senior Lender Documents. If any New First Lien Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are collateral that is not also subject to the first-priority Lien in respect of the ABL Collateral Agent Senior Lender Claims under the ABL Senior Lender Documents, subject to the Lien then such Second Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee lien for the benefit of the ABL Collateral Agent First Lien Agents as security for the ABL Obligations Senior Lender Claims (subject to the Lien Priority lien priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral each First Lien Agent in writing of the existence of such LienLien and in any event take such actions as may be requested by any First Lien Agent to assign or release such Liens to the First Lien Agents (and/or each of its designees) as security for the applicable Senior Lender Claims.
Appears in 1 contract
No New Liens. Until the date upon which So long as the Discharge of ABL Obligations shall have First Lien Debt (other than the First Lien Debt Excess) has not occurred, the parties hereto agree that no New First that, after the date hereof, if any Second Lien Secured Party shall acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts assets of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Second Lien Obligation, if such accounts and proceeds Debt that are not also subject to the first priority Lien of the ABL Collateral First Lien Agent under the ABL First Lien Documents (and subject to unless as a result of the Lien Priorities contemplated herein). If any New written waiver by First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any Agent of such accounts or proceeds securing any New First Lien ObligationLien), which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First such Second Lien Secured Party) shall, without the need for any further consent of any other New upon demand by First Lien Secured Party and notwithstanding anything to the contrary in any other New Agent or such Grantor, will, at First Lien DocumentAgent’s option, be deemed to also hold and have held either release such Lien as agent or bailee for the benefit of the ABL Collateral assign it to First Lien Agent as security for the ABL Obligations (First Lien Debt or such Grantor shall xxxxx x Xxxx thereon to First Lien Agent in a manner and on terms satisfactory to First Lien Agent. To the extent that the provisions of this Section 2.4 are not complied with for any reason, without limiting any other right or remedy available to First Lien Agent or any other First Lien Secured Party, Second Lien Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amount received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Lien granted in contravention of this Section shall be subject to Section 4 hereof. To the extent that the provisions of this Section 2.4 are not complied with for any reason, without limiting any other right or remedy available to Second Lien Priority Agent or any other Second Lien Secured Party, First Lien Agent agrees, for itself and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing on behalf of the existence other First Lien Secured Parties, that any amount relating to First Lien Debt Excess received by or distributed to any First Lien Secured Party pursuant to or as a result of such Lienany Lien granted in contravention of this Section shall be subject to Section 4 hereof.
Appears in 1 contract
No New Liens. (a) Until the date upon which the Discharge of ABL Obligations shall have occurredPayment Date, the parties hereto agree that no New First Lien Term Loan Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Loan Party securing any New First Lien Obligation, if such accounts and proceeds Term Loan Obligation which assets are not also subject to the Lien of the ABL Collateral Agent Representative under the ABL Documents (and Documents, subject to the Lien Priorities contemplated hereinPriority set forth in Section 2.1 hereof; provided that this provision will not be violated with respect to any particular ABL Obligations if the ABL Representative is given a reasonable opportunity to accept a Lien on any asset or property and either the Borrower or the ABL Representative states in writing that the ABL Loan Documents in respect thereof prohibit the ABL Representative from accepting a Lien on such asset or the ABL Representative otherwise expressly declines to accept a Lien on such asset (any such prohibited or declined Lien with respect to any particular ABL Obligations, an “ABL Declined Lien”). If any New First Lien Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Loan Party securing any New First Lien Obligation, Term Loan Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent Representative under the ABL Documents, subject to the Lien Priority set forth hereinherein other than any ABL Declined Lien, then the New First Lien Collateral Agent relevant Term Loan Representative (or the applicable New First Lien relevant Term Loan Secured Party) shall, without the need for any further consent of any other New First Lien Term Loan Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, Term Loan Document be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent Representative in writing of the existence of such Lien.
Appears in 1 contract
No New Liens. Until the date upon which So long as the Discharge of ABL First Lien Obligations shall have has not occurred, the parties hereto agree that no New First that, after the date hereof, neither the Junior Lien Secured Party Collateral Agent nor any Junior Lien Representative shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Company or any deposit or other accounts of Subsidiary (and neither the Company nor any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Subsidiary shall grant such Lien) securing any New First Junior Lien Obligation, if such accounts and proceeds Obligations that are not also subject to the First Priority Lien in respect of the ABL First Lien Obligations under the First Lien Documents. If the Junior Lien Collateral Agent under the ABL Documents (and subject to the or any Junior Lien Priorities contemplated herein). If any New First Lien Secured Party Representative shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts assets of the Company or proceeds securing any New First Lien Obligation, which accounts and proceeds are other Subsidiary that is not also subject to the First Priority Lien in respect of the ABL Collateral Agent First Lien Obligations under the ABL First Lien Documents, subject to the Lien Priority set forth herein, then the New First such Junior Lien Collateral Agent (or the applicable New First other Junior Lien Secured Party) Representative shall, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL First Lien Collateral Agent as security for the ABL First Lien Obligations (subject to the Lien Priority lien priority and other terms hereof) and shall use its best efforts to promptly notify the ABL First Lien Collateral Agent in writing of such Lien and in any event take such actions as may be requested by the existence of First Lien Collateral Agent to assign or release such LienLien to the First Lien Collateral Agent (and/or its designee) as security for the applicable First Lien Obligations.
Appears in 1 contract
Samples: General Intercreditor Agreement (Building Materials Manufacturing Corp)
No New Liens. Until the date upon which (a) So long as the Discharge of ABL Obligations shall have Claims has not occurred, each Term/Note Agent agrees, for itself and on behalf of each applicable Term/Note Holder, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the parties hereto agree Company or any other Grantor, that no New First Lien Secured Party it shall not acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Company or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien ObligationTerm/Note Claims that, if such accounts and proceeds to the extent permissible under applicable law, are not also subject to the Lien in respect of the ABL Collateral Agent Claims under the ABL Loan Documents; provided that (i) this provision will not be violated with respect to any ABL Claims if each ABL Agent is given a reasonable opportunity to accept a Lien on any asset or property and such ABL Agent states in writing that the ABL Loan Documents in respect thereof prohibit such ABL Agent from accepting a Lien on such asset or property or such ABL Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, an “ABL Declined Lien”) and subject (ii) this provision shall not apply to a Lien in favor of any Term/Note Agent, for the Lien Priorities contemplated hereinbenefit of the Term/Note Holders, over the assets of the Term/Note Only Grantors (the Liens in this clause (ii), the “ABL Excluded Liens”). If a Term/Note Agent or any New First Lien Secured Party Term/Note Holder shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are collateral of a Grantor that is not also subject to the Lien in respect of the ABL Collateral Agent Claims under the ABL Documents, subject to the Loan Documents (other than an ABL Declined Lien Priority set forth hereinor an ABL Excluded Lien), then the New First Lien Collateral applicable Term/Note Agent (or shall, to the extent permissible under applicable New First Lien Secured Party) shalllaw, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the any ABL Collateral Agent as security for the ABL Obligations Claims (subject to the Lien Priority priority and other terms hereof).
(b) So long as the Discharge of Term/Note Claims has not occurred, each ABL Agent agrees, for itself and on behalf of each applicable ABL Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that it shall use its best efforts not acquire or hold any Lien on any assets of the Company or any other Grantor securing any ABL Claims that, to promptly notify the extent permissible under applicable law, are not also subject to the Liens in respect of the Term/Note Claims under the Term/Note Documents; provided that this provision will not be violated with respect to any Term/Note Claims if each applicable Term/Note Agent is given a reasonable opportunity to accept a Lien on any asset or property and such Term/Note Agent states in writing that the Term/Note Documents in respect thereof prohibit such Term/Note Agent from accepting a Lien on such asset or property or such Term/Note Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, a “Term/Note Declined Lien”). If any ABL Agent or any ABL Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of a Grantor that is not also subject to the Liens in respect of the Term/Note Claims under the Term/Note Documents (other than a Term/Note Declined Lien), then the applicable ABL Agent shall, to the extent permissible under applicable law, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Term/Note Agents as security for the Term/Note Claims (subject to the Lien priority and other terms hereof). To the extent any additional Liens are granted on any asset or property pursuant to this Section 2.3, the priority of such additional Liens shall be determined in accordance with Section 2.1 and the application of the proceeds thereof shall be effected in accordance with Section 4.2 and 4.3. In addition, to the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights or remedies available thereunder, the ABL Collateral Agent in writing Agents, on behalf of the existence ABL Lenders, and the Term/Note Agents, on behalf of such Lienthe Term/Note Holders, 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 2.3 shall be subject to Section 4.4.
Appears in 1 contract
No New Liens. Until So long as the date upon which the Discharge of ABL Obligations shall DIP Lender Claims have occurrednot been paid in full, the parties hereto agree that after the date hereof, except as may be necessary to maintain and preserve valid and perfected Liens in favor of the Pre-Petition Lenders in effect immediately prior to the Closing Date, in no New First Lien Secured Party event shall acquire the Pre-Petition Agent or hold any Pre-Petition Lender be granted or possess any Lien on any accounts receivable assets of any Grantor, Existing Foreign Subsidiary or the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of Domestic Non-Debtor securing the type Non-Stayed Pre-Petition Claims that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are not also subject to the first priority Lien of the ABL Collateral Agent DIP Lenders under the ABL Documents (DIP Lender Documents. Unless otherwise approved by the DIP Agent, each of the Existing Foreign Subsidiaries and subject the Domestic Non-Debtor agrees not to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold grant any Lien (including, without limitation, the Additional Standstill Lenders' Liens) on any such accounts of its assets, or proceeds securing permit any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien Subsidiary of the ABL Collateral Existing Foreign Subsidiaries and the Domestic Non-Debtor to xxxxx x Xxxx on any of its assets, in favor of the Pre-Petition Agent under or the ABL DocumentsPre-Petition Lenders unless it, subject to or such Subsidiary, has granted a senior Lien on such assets in favor of the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral DIP Lenders), the DIP Agent as security for or the ABL Obligations (subject to DIP Lenders having priority over the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify securing the ABL Collateral Agent in writing of the existence of such LienNon-Stayed Pre-Petition Lender Claims.
Appears in 1 contract
Samples: Intercreditor and Subordination Agreement (Exide Corp)
No New Liens. Until the date upon which the Discharge of ABL First Lien Obligations shall have occurred, the parties hereto agree that no New First Subordinated Lien Secured Party shall acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts assets of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise)constituting Common Collateral, securing any New First Subordinated Lien Obligation, if such accounts and proceeds assets are not also subject to the Lien of the ABL First Lien Collateral Agent under the ABL First Lien Documents (and subject to the Lien Priorities Priority contemplated herein). If any New First Subordinated Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets securing any New First Subordinated Lien Obligation, which accounts and proceeds assets are not also subject to the Lien of the ABL First Lien Collateral Agent under the ABL First Lien Documents, subject to the Lien Priority set forth herein, then the New First applicable Subordinated Lien Collateral Agent (or the applicable New First Subordinated Lien Secured Party) shall, without the need for any further consent of any other New First Subordinated Lien Secured Party and notwithstanding anything to the contrary in any other New First Subordinated Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL First Lien Collateral Agent as security for the ABL First Lien Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL First Lien Collateral Agent in writing of the existence of such Lien.
Appears in 1 contract
Samples: Revolver Intercreditor Agreement (Building Materials Manufacturing Corp)
No New Liens. Until the date upon which the Discharge of ABL Obligations shall have occurred, the (a) The parties hereto agree that no New First Lien that, after the date hereof, if any Term Loan Secured Party shall acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are Term Loan Obligations that is not also subject to the Lien of the ABL Collateral Revolving Credit Agent under the ABL Revolving Credit Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien unless as a result of the ABL Collateral written waiver by Revolving Credit Agent under the ABL Documentsof such Lien), subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien such Term Loan Secured Party) shall, without the need for any further consent of any other New First Lien Term Loan Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Revolving Credit Agent as security for the ABL Revolving Loan Obligations (subject to the Lien Priority and other terms hereoflien priorities set forth in Section 2.2 above) and shall use its best efforts to promptly notify the ABL Collateral Revolving Credit Agent in writing of the existence of such Lien. To the extent that the provisions of this Section 2.4(a) are not complied with for any reason, without limiting any other right or remedy available to the Revolving Credit Agent or any other Revolving Credit Secured Party, the Term Loan Agent agrees, for itself and on behalf of the other Term Loan Secured Parties, that any amount received by or distributed to any Term Loan Secured Party pursuant to or as a result of any Lien granted in contravention of this Section shall be subject to Section 4 hereof.
(b) The parties hereto agree that, after the date hereof, if any Revolving Credit Secured Party shall hold any Lien on any Collateral securing any Revolving Loan Obligations that is not also subject to the first priority Lien of the Term Loan Agent under the Term Loan Documents (unless as a result of the written waiver by Term Loan Agent of such Lien), such Revolving Credit Secured Party, without the need for any further consent of any other Revolving Credit Secured Party and notwithstanding anything to the contrary in any other Document, be deemed to also hold and have held such Lien for the benefit of the Term Loan Agent as security for the Term Loan Obligations (subject to the lien priorities set forth in Section 2.2 above) and shall promptly notify the Term Loan Agent of the existence of such Lien. To the extent that the provisions of this Section 2.4(b) are not complied with for any reason, without limiting any other right or remedy available to the Term Loan Agent or any other Term Loan Secured Party, the Revolving Credit Agent agrees, for itself and on behalf of the other Revolving Credit Secured Parties, that any amount received by or distributed to any Revolving Credit Secured Party pursuant to or as a result of any Lien granted in contravention of this Section shall be subject to Section 4 hereof.
Appears in 1 contract
Samples: Credit Agreement (Hhgregg, Inc.)
No New Liens. Until the date upon which So long as the Discharge of ABL Obligations shall have Senior Lender Claims has not occurred, (a) the parties hereto agree that no New First Lien Secured Party that, after the date hereof, if the Trustee shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Borrower or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds Noteholder Claims that are not also subject to the Lien of the ABL Collateral Senior Agent or Senior Lenders under the ABL Documents (and subject Senior Lender Documents, the Trustee, upon written demand by the Senior Agent or the Borrower, will assign it to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Senior Agent as security for the ABL Senior Lender Claims and, upon such assignment taking effect, the Borrower agrees that it shall take, and shall cause each other Grantor, as the case may be, to take, at the Borrower's sole cost and expense, such actions as shall be necessary and proper to grant to the Trustee a security interest in the assets of the Borrower or such Grantor, as the case may be, as to which such security interest was assigned to the Senior Agent as aforesaid, such security interest to be as security for all Obligations (owed to the Trustee and the Noteholders and to be subject to the terms and conditions of this Agreement, and (b) the Borrower agrees that it will not, and will not permit any Subsidiary to, grant or permit to exist any Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing on any assets of the existence Borrower or any of such Lienits Subsidiaries to secure any Noteholder Claim unless a perfected prior Lien on the same assets has been granted to Senior Lenders to secure the Senior Lender Claims.
Appears in 1 contract
Samples: Intercreditor and Subordination Agreement (Reptron Electronics Inc)
No New Liens. Until the date upon which (a) Subject to Article 6, until the Discharge of ABL Obligations shall have occurred, and for so long as the Term Obligations are secured by any ABL Priority Collateral, the parties hereto agree that no New First Lien Term Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Loan Party securing any New First Lien Obligation, if such accounts and proceeds Term Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein)Documents. If any New First Lien Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Loan Party securing any New First Lien Obligation, Term Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Term Agent (or the applicable New First Lien relevant Term Secured Party) shall, without the need for any further consent of any other New First Lien Term Secured Party Party, the Term Borrower or any Term Guarantor and notwithstanding anything to the contrary in any other New First Lien Term Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
(b) Subject to Article 6, until the Discharge of Term Obligations, and for so long as the ABL Obligations are secured by any Term Priority Collateral, the parties hereto agree that no Loan Party (other than a UK ABL Loan Party or a Foreign Subsidiary which becomes an ABL Loan Party) shall grant any Lien on any assets of any Loan Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents. If any ABL Secured Party shall nonetheless acquire or hold any Lien on any assets of any Loan Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party, any ABL Borrower or any ABL Guarantor and notwithstanding anything to the contrary in any other ABL Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Term Agent as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Term Agent in writing of the existence of such Lien.
Appears in 1 contract
Samples: Abl Credit Agreement (Lands End Inc)
No New Liens. Until the date upon which the Discharge of ABL Obligations shall have occurred(a) Whether or not any Insolvency or Liquidation Proceeding has been commenced, the parties hereto agree that no New First Lien Grantor shall grant any Secured Party shall acquire or hold any additional Lien under any Collateral Document on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts asset of any Grantor in which accounts receivable to secure Obligations of any Class or proceeds thereof are held Series unless such Grantor has also granted or deposited, in each case concurrently grants a Lien on such asset to secure the Obligations of the type other Class (all such Liens to have the relative priorities set forth herein based on whether the assets subject to such Liens constitute ABL Priority Collateral or Term Priority Collateral); provided that would constitute Receivables Collateral as described in the definition thereof foregoing shall not apply to (but for the avoidance i) Liens on Foreign Collateral, liens on real property, and Liens on any asset of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form Grantor granted to secure Obligations of accounts receivable or otherwise), securing any New First Lien Obligation, Class if such accounts and proceeds are not also subject asset is expressly excluded from the grant of a security interest by such Grantor pursuant to the Lien Collateral Documents of the other Class, (ii) collateral consisting of cash and cash equivalents pledged to secure ABL Obligations consisting of reimbursement obligations in respect of Letters of Credit or otherwise held by the ABL Agent pursuant to Section __, or Section __ of the ABL Collateral Agent under the ABL Documents Credit Agreement and (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereofiii) acquire or hold any Lien additional Liens on any asset of any Grantor granted to secure Obligations of any Class if, prior to such accounts or proceeds securing any New First Lien Obligationgrant, which accounts and proceeds are not also subject such Grantor has offered in writing to the Lien gxxxx x Xxxx on such asset to secure Obligations of the ABL Collateral other Class and the Agent under the ABL Documentsof such other Class has affirmatively declined in writing to accept such Lien or has failed to respond to such offer within 30 days thereof, subject to the Lien Priority set forth herein, then the New First Lien Collateral in which case such Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, shall be deemed to have declined to accept such Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the other Agent or any of its Related Secured Parties, each Agent, for itself and on behalf of its Related Secured Parties, agrees that it shall also hold and have held any such additional Lien as agent or bailee for the benefit of the ABL Collateral Agent as security Secured Parties of the other Class (but may retain such Lien for the ABL Obligations (itself and its Related Secured Parties, subject to the relative Lien Priority and other terms hereofpriorities set forth in this Agreement) and any amounts received by or distributed to such Agent or any of its Related Secured Parties pursuant to or as a result of Liens granted in contravention of this Section shall use be subject to Sections 4.01 and 4.02.
(b) Each Agent agrees, for itself and on behalf of its best efforts Related Secured Parties, to promptly notify cooperate in good faith in order to determine, upon any reasonable request by the other Agent, the specific assets included in the ABL Collateral Agent in writing and the Term Collateral, the steps taken to perfect the ABL Liens and the Term Liens thereon and the identity of the existence respective parties obligated under the ABL Documents and the Term Documents.
(c) The parties hereto agree that (i) the Term Obligations are not secured by the Foreign Collateral (ii) nothing in this Agreement shall limit or affect the rights and remedies of such Lienthe ABL Secured Parties with respect to the Foreign Collateral and (iii) no Term Secured Party shall commence or take any enforcement action with respect to the Foreign Subsidiaries or the Foreign Collateral pledged by the Foreign Subsidiaries.
Appears in 1 contract
No New Liens. Until It is the date upon which intent of the parties hereto that, so long as the Discharge of ABL First Lien Obligations shall have has not occurred, none of the parties hereto agree that no New US Grantors should (a) grant or permit any additional Lien on any asset to secure any Second Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the First Lien Secured Party Obligations or (b) grant or permit any additional Lien on any asset to secure any First Lien Obligation unless it has granted, or concurrently therewith grants, a Lien on such asset to secure the Second Lien Obligations, with each such Lien to be subject to the provisions of this Agreement, and no party hereto shall acquire act or hold fail to act in a manner inconsistent with such intent. In furtherance of the foregoing and subject to the provisions of Section 6.01 with respect to collateral provided in connection with a DIP Financing, each of the First Lien Collateral Agent and the Second Lien Collateral Agent agrees that, so long as the Discharge of the First Lien Obligations has not occurred, it shall not accept the grant of any Lien on any accounts receivable assets of the Borrower, any Grantor, the proceeds thereof other US Grantor or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of Domestic Subsidiary to secure the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien ObligationObligations or the Second Lien Obligations, if such accounts and proceeds are not also subject as the case may be, unless the grantor thereof shall have represented to the First Lien of the ABL Collateral Agent under or the ABL Documents (and subject Second Lien Collateral Agent, as the case may be, that such assets are then subject, or concurrently with such grant shall become subject, to a Second Priority Lien or a First Priority Lien, as the Lien Priorities contemplated herein)case may be. If the Second Lien Collateral Agent or any New First Lien other Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Second Priority Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are asset that is not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien a First Priority set forth hereinLien, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) such person shall, without the need for any further consent of any other New First Lien Secured Party person and notwithstanding anything to the contrary in any other New First Second Lien Security Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL First Lien Collateral Agent as security for the ABL First Lien Obligations (subject to the relative Lien Priority priorities set forth in Section 2.01 and other terms hereof) and of this Agreement), shall use its best efforts to promptly notify the ABL First Lien Collateral Agent in writing of the existence of such LienSecond Priority Lien and shall take such action as may be requested by the First Lien Collateral Agent to ensure that the First Lien Collateral Agent shall acquire a Lien on such asset as security for the First Lien Obligations (which may include an assignment of such Second Priority Lien in favor of the First Lien Collateral Agent). To the extent that the provisions of this Section are not complied with for any reason, without limiting any other right or remedy available to the First Lien Collateral Agent or the other First Lien Secured Parties, the Second Lien Collateral Agent agrees, for itself and on behalf of the other Second Lien Secured Parties, that any amounts received by or distributed to any Second Lien Secured Party pursuant to or as a result of any Second Priority Lien granted in contravention of this Section shall be subject to Section 4.02.
Appears in 1 contract
Samples: Intercreditor Agreement (Quicksilver Resources Inc)
No New Liens. Until the date upon which The parties hereto agree that, so long as the Discharge of ABL Priority Lien Obligations shall have has not occurred, none of the parties hereto agree that no New First Lien Secured Party Grantors shall, nor shall acquire any Grantor permit any of its subsidiaries to, (i) grant or hold permit any Lien additional Liens on any accounts receivable asset of a Grantor to secure any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First 1.5 Lien Obligation, if or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such accounts asset of such Grantor to secure the Priority Lien Obligations and proceeds are has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Priority Lien Agent to accept such Lien will not also subject to prevent the 1.5 Lien Agent from taking the Lien of the ABL Collateral Agent under the ABL Documents or (and subject to the Lien Priorities contemplated herein). If iii) grant or permit any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien additional Liens on any such accounts or proceeds securing asset of a Grantor to secure any New First Priority Lien Obligation, which accounts or take any action to perfect any additional Liens, unless it has granted, or substantially concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the 1.5 Lien Obligations and proceeds has taken all actions required to perfect such Liens; provided that (x) no Grantor shall be required to xxxxx x Xxxx on any Excluded Assets and (y) the refusal or inability of the 1.5 Lien Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien. To the extent that the provisions of the immediately preceding sentence are not also subject complied with for any reason, without limiting any other right or remedy available to the Priority Lien Agent, the other Priority Lien Secured Parties, each of the ABL Collateral Agent under 1.5 Lien Agent, for itself and on behalf of the ABL Documentsother 1.5 Lien Secured Parties, subject agrees that any amounts received by or distributed to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First any 1.5 Lien Secured Party) shall, without the need for any further consent pursuant to or as a result of any other New First Lien Secured Party and notwithstanding anything to the contrary granted in any other New First Lien Document, contravention of this Section 2.03 shall be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienSection 3.05(b).
Appears in 1 contract
No New Liens. Until the date upon which the Discharge of ABL Obligations shall have occurredWhether or not any Insolvency or Liquidation Proceeding has been commenced, the parties hereto agree that no New First Lien Grantor shall grant any Secured Party shall acquire or hold any additional Lien under any Collateral Document on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts asset of any Grantor to secure Obligations of any Class or Series unless such Grantor has also granted or concurrently grants a Lien on such asset to secure Obligations of the other Class (all such Liens to have the relative priorities set forth herein based on whether the assets subject to such Liens constitute ABL Priority Collateral or Term Priority Collateral); provided that the foregoing shall not apply to (i) Liens on Foreign Collateral and Liens on any asset of any Grantor granted to secure Obligations of any Class if such asset is expressly excluded from the grant of a security interest by such Grantor pursuant to the Collateral Documents of the other Class and (ii) additional Liens on any asset of any Grantor granted to secure Obligations of any Class if, prior to such grant, such Grantor has offered in writing to xxxxx x Xxxx on such asset to secure Obligations of the other Class and the Agent of such other Class has affirmatively declined in writing to accept such Lien or has failed to respond to such offer within 30 days thereof, in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also have declined to accept such Lien. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the other Agent or any of its Related Secured Parties, each Agent, for itself and on behalf of its Related Secured Parties, agrees that it shall hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security Secured Parties of the other Class (but may retain such Lien for the ABL Obligations (itself and its Related Secured Parties, subject to the relative Lien Priority and other terms hereofpriorities set forth in this Agreement) and any amounts received by or distributed to such Agent or any of its Related Secured Parties pursuant to or as a result of Liens granted in contravention of this Section shall use its best efforts be subject to promptly notify the ABL Collateral Agent in writing of the existence of such LienSections 4.01 and 4.02.
Appears in 1 contract
No New Liens. Until the date upon which (a) So long as the Discharge of ABL Obligations shall have Claims has not occurred, each Term/Note Agent agrees, for itself and on behalf of each applicable Term/Note Holder, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the parties hereto agree Company or any other Grantor, that no New First Lien Secured Party it shall not acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Company or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien ObligationTerm/Note Claims that, if such accounts and proceeds to the extent permissible under applicable law, are not also subject to the Lien in respect of the ABL Collateral Agent Claims under the ABL Loan Documents; provided that (i) this provision will not be violated with respect to any ABL Claims if each ABL Agent is given a reasonable opportunity to accept a Lien on any asset or property and such ABL Agent states in writing that the ABL Loan Documents in respect thereof prohibit such ABL Agent from accepting a Lien on such asset or property or such ABL Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, an “ABL Declined Lien”) and subject (ii) this provision shall not apply to a Lien in favor of any Term/Note Agent, for the Lien Priorities contemplated hereinbenefit of the Term/Note Holders, over the assets of the Term/Note Only Grantors (the Liens in this clause (ii), the “ABL Excluded Liens”). If a Term/Note Agent or any New First Lien Secured Party Term/Note Holder shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are collateral of a Grantor that is not also subject to the Lien in respect of the ABL Collateral Agent Claims under the ABL Documents, subject to the Loan Documents (other than an ABL Declined Lien Priority set forth hereinor an ABL Excluded Lien), then the New First Lien Collateral applicable Term/Note Agent (or shall, to the extent permissible under applicable New First Lien Secured Party) shalllaw, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the any ABL Collateral Agent as security for the ABL Obligations Claims (subject to the Lien Priority priority and other terms hereof).
(b) So long as the Discharge of Term/Note Claims has not occurred, each ABL Agent agrees, for itself and on behalf of each applicable ABL Lender, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that it shall use its best efforts not acquire or hold any Lien on any assets of the Company or any other Grantor securing any ABL Claims that, to promptly notify the ABL Collateral extent permissible under applicable law, are not also subject to the Liens in respect of the Term/Note Claims under the Term/Note Documents; provided that this provision will not be violated with respect to any Term/Note Claims if each applicable Term/Note Agent is given a reasonable opportunity to accept a Lien on any asset or property and such Term/Note Agent states in writing that the Term/Note Documents in respect thereof prohibit such Term/Note Agent from accepting a Lien on such asset or property or such Term/Note Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, a “Term/Note Declined Lien”). If any ABL Agent or any ABL Lender shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of a Grantor that is not also subject to the Liens in respect of the existence Term/Note Claims under the Term/Note Documents (other than a Term/Note Declined Lien), then the applicable ABL Agent shall, to the extent permissible under applicable law, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such LienLien for the benefit of the Term/Note Agents as security for the Term/Note Claims (subject to the Lien priority and other terms hereof).
Appears in 1 contract
Samples: Abl/Term Loan/Notes Intercreditor Agreement (Pyxus International, Inc.)
No New Liens. (a) Until the date upon which the Discharge of ABL First Lien Obligations shall have occurred, the parties hereto agree that no New First Second Lien Notes Secured Party Parties shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Party securing any New First Second Lien Obligation, if such accounts and proceeds Notes Obligation which assets are not also subject to the Lien of the ABL Collateral First Lien Agent under the ABL Documents (and subject to the First Lien Priorities contemplated herein)Documents. If any New First Second Lien Secured Party Notes Holder shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Second Lien Obligation, Notes Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral First Lien Agent under the ABL First Lien Documents, subject to the Lien Priority set forth herein, then the New First Second Lien Collateral Agent Notes Trustee (or the applicable New First relevant Second Lien Notes Secured PartyParties) shall, without the need for any further consent of any other New First Second Lien Notes Secured Party Parties, the Second Lien Notes Issuer or any Second Lien Notes Guarantor and notwithstanding anything to the contrary in any other New Second Lien Notes Document, (i) notify the First Lien DocumentAgent promptly upon becoming aware thereof and, unless such Obligor shall promptly grant a similar Lien on such assets or property to the First Lien Agent as security for the First Lien Obligations, shall assign such Lien to the First Lien Agent as security for all First Lien Obligations for the benefit of the First Lien Secured Parties (but may retain a junior lien on such assets or property subject to the terms hereof) and (ii) until such assignment or such grant of a similar Lien to the First Lien Agent becomes effective, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral First Lien Agent as security for the ABL First Lien Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien).
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No New Liens. Until (a) Subject to Section 2.5(c), until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Term Loan/Notes Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Party securing any New First Lien Obligation, if such accounts and proceeds Term Loan/Notes Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and Documents, subject to the Lien Priorities contemplated Priority set forth herein. Subject to Section 2.5(c). If , if any New First Lien Term Loan/Notes Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Lien Obligation, Term Loan/Notes Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral applicable Term Loan/Notes Agent (or the applicable New First Lien relevant Term Loan/Notes Secured Party) shall, without the need for any further consent of any other New Term Loan/Notes Secured Party, the First Lien Secured Party Term Borrower, the First Lien Notes Issuer, any First Lien Term Guarantor, or any First Lien Notes Guarantor, and notwithstanding anything to the contrary in any other New First Lien Term Loan/Notes Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
(b) Until the date upon which the Discharge of Term Loan/Notes Obligations shall have occurred, the parties hereto agree that no ABL Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of each Term Loan/Notes Agent under the Term Loan/Notes Documents, subject to the Lien Priority set forth herein. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any ABL Obligation which assets are not also subject to the Lien of each Term Loan/Notes Agent under the Term Loan/Notes Documents, subject to the Lien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party, any ABL Borrower or any ABL Guarantor and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such Lien as bailee for the benefit of each Term Loan/Notes Agent as security for the Term Loan/Notes Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Controlling Term Loan/Notes Agent in writing of the existence of such Lien.
(c) Notwithstanding anything in this Agreement to the contrary, the provisions of clauses (a) and (b) of this Section 2.5 shall not apply to any real property a mortgage over which has been granted pursuant to the terms of the Term Loan/Notes Documents and has not been granted pursuant to the terms of the ABL Documents.
Appears in 1 contract
No New Liens. Until the date upon which So long as the Discharge of ABL First Lien Obligations shall have occurredhas not occurred and subject to Section 6, the parties hereto agree that no New First Applicable Junior Lien Agent and each relevant Representative, for itself and on behalf of the applicable Junior Lien Obligations Secured Party Parties, agrees that, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Pledgor, it shall not acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Company or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Pledgor securing any New First Junior Lien Obligation, if such accounts and proceeds Obligations that are not also subject to the first-priority Lien in respect of the ABL Collateral Agent First Lien Obligations under the ABL Documents (and subject to the First Lien Priorities contemplated herein)Obligations Documents. If the Applicable Junior Lien Agent, any New First Junior Lien Obligations Representative or any Junior Lien Obligations Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are property that is not also subject to the first-priority Lien in respect of the ABL Collateral Agent First Lien Obligations under the ABL First Lien Obligations Documents, subject to the Lien Priority set forth herein, then the New First Applicable Junior Lien Collateral Agent (Agent, such Junior Lien Obligations Representative or the applicable New First such Junior Lien Obligations Secured Party) , as the case may be, shall, without the need for any further consent of any other New First Lien Secured Party person and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Applicable First Lien Agent and the First Lien Obligations Representatives as security for the ABL First Lien Obligations (subject to the Lien Priority lien priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Applicable First Lien Agent and each First Lien Obligations Representative in writing of the existence of such Lien (if and to the extent the Applicable Junior Lien Agent, such Junior Lien Obligations Representative or such Junior Lien Obligations Secured Party has actual knowledge of the existence of such Lien) and in any event take such actions as may be reasonably requested by the Applicable First Lien Agent or any First Lien Obligations Representative to assign such Liens to the Applicable First Lien Agent or, in the event that such Liens do not secure all First Lien Obligations, the relevant First Lien Obligations Representative (and/or each of their respective designees) as security for the applicable First Lien Obligations. To the extent that the foregoing provisions of the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the Applicable First Lien Agent and each First Lien Obligations Representative and/or the First Lien Obligations Secured Parties, each such Junior Lien Obligations Representative or such Junior Lien Obligations Secured Party 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 4.3.
Appears in 1 contract
No New Liens. (a) Until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Term Secured Party shall acquire or hold any Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts assets of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds Term Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein)Documents. If any New First Lien Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Grantor securing any New First Lien Obligation, Term Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Term Agent (or the applicable New First Lien relevant Term Secured Party) shall, without the need for any further consent of any other New First Lien Term Secured Party or any Grantor and notwithstanding anything to the contrary in any other New First Lien Term Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
(b) Until the date upon which the Discharge of Term Obligations shall have occurred, the parties hereto agree that no ABL Secured Party shall acquire or hold any Lien on any assets of any Grantor securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Grantor securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents, subject to the Lien Priority set forth herein, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party or any Grantor and notwithstanding anything to the contrary in any other ABL Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Term Agent as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Term Agent in writing of the existence of such Lien.
Appears in 1 contract
No New Liens. Until (a) Limitation on other Collateral for First Lien Claimholders. So long as any Second Lien Obligations remain outstanding, and subject to Article VI, (i) the First Lien Collateral Agent agrees that, after the date upon which hereof, neither the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Secured Party Collateral Agent nor any First Lien Claimholder shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts type contemplated by the definition of “First Lien Collateral” of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds Obligations which assets are not also subject to the second-priority Lien of the ABL Second Lien Collateral Agent under the ABL Documents Second Lien Collateral Documents, and (and subject ii) each Grantor agrees not to grant any Lien on any assets of the type contemplated by the definition of “First Lien Priorities contemplated herein)Collateral”, or permit any of its Subsidiaries to xxxxx x Xxxx on any such assets, in favor of the First Lien Collateral Agent or the First Lien Claimholders unless it, or such Subsidiary, has granted a similar Lien on such assets in favor of the Second Lien Collateral Agent or the Second Lien Claimholders. If any New the First Lien Secured Party Collateral Agent or any First Lien Claimholder shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts assets of the type contemplated by the definition of “First Lien Collateral” of any Grantor or proceeds any of their respective Subsidiaries securing any New First Lien Obligation, Obligations which accounts and proceeds assets are not also subject to the second-priority Lien of the ABL Second Lien Collateral Agent under the ABL Second Lien Collateral Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New relevant First Lien Secured Party) Claimholder), shall, without the need for any further consent of any other New First Lien Secured Party Person and notwithstanding anything to the contrary in any other New First Lien DocumentDocument (x) in addition to holding such Lien for the benefit of itself and the other First Lien Claimholders as security for the First Lien Obligations, also hold and be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Second Lien Collateral Agent as security for the ABL Second Lien Obligations (subject to the Lien Priority and other terms hereofpriorities set forth herein or (y) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of release such Lien.
(b) Limitation on other Collateral for Second Lien Claimholders. Until the date upon which the Discharge of First Lien Obligations shall have occurred, (i) the Second Lien Collateral Agent agrees that, after the date hereof, neither the Second Lien Collateral Agent nor any Second Lien Claimholder shall acquire or hold any Lien on any assets of the type contemplated by the definition of “Second Lien Collateral” of any Grantor securing any Second Lien Obligations which assets are not also subject to the senior priority Lien of the First Lien Collateral Agent under the First Lien Collateral Documents, and (ii) each Grantor agrees not to grant any Lien on any assets of the type contemplated by the definition of “Second Lien Collateral”, or permit any of its Subsidiaries to xxxxx x Xxxx on any such assets, in favor of the Second Lien Collateral Agent or the Second Lien Claimholders unless it, or such Subsidiary, has granted a similar Lien on such assets in favor of the First Lien Collateral Agent or the First Lien Claimholders. If the Second Lien Collateral Agent or any Second Lien Claimholder shall (nonetheless and in breach hereof) acquire any Lien on any assets of the type contemplated by the definition of “Second Lien Collateral” of any Grantor or any of their respective Subsidiaries securing any Second Lien Obligations which assets are not also subject to the first-priority Lien of the First Lien Collateral Agent under the First Lien Collateral Documents, then the Second Lien Collateral 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 Document (x) in addition to holding such Lien for the benefit of itself and the other Second Lien Claimholders as security for the Second Lien Obligations, also hold and be deemed to have held such Lien for the benefit of the First Lien Collateral Agent as security for the First Lien Obligations or (y) release such Lien.
Appears in 1 contract
Samples: Intercreditor Agreement (Prospect Medical Holdings Inc)
No New Liens. Until the date upon which So long as the Discharge of ABL First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, the Company shall have occurrednot, and shall not permit any other Grantor to, grant or permit any additional Liens on any asset or property to secure any Second Lien Obligation unless it has granted or substantially concurrently therewith grants a Lien on such asset or property to secure the First Lien Obligations, the parties hereto agree agreeing that no New First any such Lien Secured Party shall acquire be subject to Section 2.1. If any Second Lien Representative, any Second Lien Collateral Agent or any Second Lien Claimholder shall hold any Lien on any accounts receivable of any Grantor, the proceeds thereof assets or any deposit or other accounts property of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Second Lien Obligation, if such accounts and proceeds Obligations that are not also subject to the first-priority Liens securing all First Lien of Obligations under the ABL First Lien Collateral Documents, such Second Lien Representative, Second Lien Collateral Agent under or Second Lien Claimholder shall notify the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New Designated First Lien Secured Party Representative promptly upon becoming aware thereof and, unless such Grantor shall (nonetheless and in breach hereof) acquire or hold any promptly grant a similar Lien on any such accounts assets or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject property to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New each First Lien Collateral Agent (or as security for the applicable New First Lien Secured Party) shallObligations represented by it, without the need for any further consent of any other New First such Second Lien Secured Party Representative, Second Lien Collateral Agent and notwithstanding anything to the contrary in any other New First Second Lien Document, Claimholders shall be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL each First Lien Representative, First Lien Collateral Agent and the other First Lien Claimholders, other than any First Lien Claimholders whose First Lien Loan Documents prohibit them from taking such Liens, as security for the ABL Obligations (First Lien Obligations. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other right or remedy available to any First Lien Representative, First Lien Collateral Agent and/or the First Lien Claimholders, each Second Lien Representative and each Second Lien Collateral Agent, for itself and on behalf of each Second Lien Claimholder represented by it, agrees that any amounts received by or distributed to any of them pursuant to or as a result of any Lien granted in contravention of this Section 2.3 shall be subject to Section 4.2. Notwithstanding anything in this Agreement to the contrary, prior to the Discharge of First Lien Priority Obligations, cash and cash equivalents may be pledged to secure First Lien Obligations consisting of reimbursement obligations in respect of letters of credit issued pursuant to the First Lien Loan Documents or Hedging Obligations without granting a Lien thereon to secure any other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienFirst Lien Obligations or any other Second Lien Obligations.
Appears in 1 contract
Samples: Second Lien Intercreditor Agreement
No New Liens. Until the date upon which the Discharge Whether or not any Insolvency or Liquidation Proceeding has been commenced, each Agent agrees, for itself and on behalf of ABL Obligations shall have occurredits Related Secured Parties, the parties hereto agree that no New First Lien Secured Party shall acquire or hold accept any additional Lien under any Collateral Document on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts asset of any Grantor to secure Obligations of any Class unless such Grantor has granted or concurrently grants a Lien on such asset to secure Obligations of the other Class (all such Liens to have the relative priorities set forth herein based on whether the assets subject to such Liens constitute ABL Priority Collateral, Non-ABL Priority Collateral or Crack Spread Hedging Collateral and whether such Liens secure Revolving Credit Excess Amounts or Note Excess Amounts); provided, however, that the foregoing shall not apply to additional Liens on any asset of any Grantor granted to secure Obligations of any Class if, prior to such grant, such Grantor has offered in writing to xxxxx x Xxxx on such asset to secure Obligations of the other Class and the Agent of such other Class has affirmatively declined in writing to accept such Lien or failed to respond to such offer within 30 days thereof, in which accounts receivable or proceeds thereof are held or depositedcase the Agent of such other Class shall be deemed to have declined to accept such Lien; provided further, that the foregoing shall not apply to the Revolving Collateral Agent and the Note Collateral Agent, in each case case, with respect to any (i) Crack Spread Hedging Secured Counterparty in so far as the subject additional Liens are on assets of the type any Grantor that would constitute Receivables ABL Priority Collateral and (ii) Crack Spread Hedging LC Secured Party in so far as described in the definition thereof (but for the avoidance subject additional Liens are on assets of doubt, excluding any European Grantor that would constitute Collateral (as defined in other than Crack Spread Hedging Collateral). To the CF Credit Agreement), whether in extent that the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds foregoing provisions are not also complied with for any reason, without limiting any other rights and remedies available to any Agent or any of its Related Secured Parties, each Agent, for itself and on behalf of its Related Secured Parties, agrees that any amounts received by or distributed to such Agent or any of its Related Secured Parties pursuant to or as a result of Liens granted in contravention of this Section shall be subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienSection 4.02.
Appears in 1 contract
Samples: Intercreditor Agreement (Alon Refining Krotz Springs, Inc.)
No New Liens. (a) Until the date upon which the Discharge of ABL Obligations shall have occurredObligations, the parties hereto agree that no New First Lien (except as may be separately otherwise agreed in writing by and between the relevant Agents in each case below, each on behalf of itself and the Secured Parties represented thereby):
(i) No [Cash Flow] Secured Party shall knowingly acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Party securing any New First Lien Obligation, if such accounts and proceeds [Cash Flow] Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and Documents, subject to the Lien Priorities contemplated Priority set forth herein). If any New First Lien [Cash Flow] Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Lien Obligation, [Cash Flow] Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral [Cash Flow] Agent (or the applicable New First Lien relevant [Cash Flow] Secured Party) shall, without the need for any further consent of any other New First Lien [Cash Flow] Secured Party and notwithstanding anything to the contrary in any other New First Lien [Cash Flow] Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (i) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any [Cash Flow] Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any [Cash Flow] Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the ABL Documents)).
(ii) No Additional [Cash Flow] Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Additional [Cash Flow] Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Additional [Cash Flow] Secured Party shall nonetheless acquire or hold any Lien on any assets of any Credit Party securing any Additional [Cash Flow] Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the relevant Additional [Cash Flow] Agent (or the relevant Additional [Cash Flow] Secured Party) shall, without the need for any further consent of any other Additional [Cash Flow] Secured Party and notwithstanding anything to the contrary in any other Additional [Cash Flow] Document, be deemed to also hold and have held such Lien for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (ii) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Additional [Cash Flow] Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Additional [Cash Flow] Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the ABL Documents)).
(iii) No Additional ABL Secured Party shall knowingly acquire or hold any Lien on any assets of any Credit Party securing any Additional ABL Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein. If any Additional ABL Secured Party shall nonetheless acquire or hold any Lien on any assets of any Credit Party securing any Additional ABL Obligation which assets are not also subject to the Lien of the ABL Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the relevant Additional ABL Agent (or the relevant Additional ABL Secured Party) shall, without the need for any further consent of any other Additional ABL Secured Party and notwithstanding anything to the contrary in any other Additional ABL Document, be deemed to also hold and have held such Lien for the benefit of the ABL Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the ABL Agent in writing of the existence of such Lien. For the avoidance of doubt, this paragraph (iii) shall not apply to any Lien on any property of any Credit Party securing any Purchase Money Indebtedness or Capitalized Lease Obligation owing to any Additional ABL Secured Party, or any Lien on any property that has been sold or otherwise transferred in connection with a sale and leaseback transaction entered into with any Additional ABL Secured Party, or that consists of property subject to any such sale and leaseback transaction or general intangibles related thereto (in each case, to the extent such property constitutes Excluded Assets (as defined in the ABL Documents)).
Appears in 1 contract
Samples: Abl Credit Agreement (Veritiv Corp)
No New Liens. Until (a) So long as the date upon which the Discharge of ABL First Lien Obligations shall have occurrednot been Paid in Full, the parties hereto agree that no New if any Second Lien Secured Party or any Third Lien Secured Party shall acquire or hold any Lien on any assets of any of the Credit Parties securing any Second Lien Obligation or any Third Lien Obligation, as applicable, which assets are not also subject to the first-priority Lien of the First Lien Secured Parties under the First Lien Collateral Documents, then the applicable Second Lien Representative or Third Lien Representative, upon demand by any First Lien Secured Party, will without the need for any further consent of any other Second Lien Secured Party or Third Lien Secured Party, notwithstanding anything to the contrary in any other Second Lien Collateral Document or Third Lien Collateral Document assign such Lien to the First Lien Secured Parties as security for the First Lien Obligations (in which case the Second Lien Secured Parties and Third Lien Secured Parties may retain a junior lien on such assets subject to the terms hereof).
(b) To the extent the First Lien Obligations shall have been Paid in Full and so long as the Second Lien Obligations shall not have been Paid in Full, the parties hereto agree that if any Third Lien Secured Party shall acquire or hold any Lien on any assets of any of the Credit Parties securing any Third Lien Obligation which assets are not also subject to the second-priority Lien of the Second Lien Secured Parties under the Second Lien Collateral Documents, then the applicable Third Lien Representative, upon demand by any Second Lien Secured Party, will without the need for any further consent of any other Third Lien Secured Party, notwithstanding anything to the contrary in any other Third Lien Collateral Document assign such Lien to the Second Lien Secured Parties as security for the Second Lien Obligations (in which case the Third Lien Secured Parties may retain a junior lien on such assets subject to the terms hereof).
(c) So long as the Second Lien Obligations and the Third Lien Obligations have not been Paid in Full, the parties hereto agree that if any First Lien Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Parties securing any New First Lien Obligation, if such accounts and proceeds Obligation which assets are not also subject to the second-priority Lien of the ABL Collateral Agent Second Lien Secured Parties under the ABL Second Lien Collateral Documents (and subject to or the third-priority Lien Priorities contemplated herein). If of the Third Lien Secured Parties under the Third Lien Collateral Documents, then upon demand by any New First Second Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Third Lien Secured Party) shall, the applicable Credit Party will, without the need for any further consent of any other New First Lien Secured Party and Party, notwithstanding anything to the contrary in any other New First Lien Collateral Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit grant in favor of the ABL Collateral Agent Second Lien Secured Parties and the Third Lien Secured Parties a Lien on such assets as security for the ABL Second Lien Obligations (and the Third Lien Obligations subject to the Lien Priority and other terms hereof.
(d) To the extent the First Lien Obligations shall have been Paid in Full and so long as the Second Lien Obligations shall use its best efforts to promptly notify not have been Paid in Full, the ABL Collateral Agent in writing parties hereto agree that if any Second Lien Secured Party shall acquire or hold any Lien on any assets of any of the existence Credit Parties securing any Second Lien Obligation which assets are not also subject to the third-priority Lien of the Third Lien Secured Parties under the Third Lien Collateral Documents, then upon demand by any Third Lien Secured Party, the applicable Credit Party will, without the need for any further consent of any Second Lien Secured Party, notwithstanding anything to the contrary in any other Second Lien Collateral Document, grant in favor of the Third Lien Secured Parties a Lien on such Lienassets as security for the Third Lien Obligations subject to the terms hereof.
Appears in 1 contract
Samples: Intercreditor Agreement (Dobson Communications Corp)
No New Liens. Until the date upon which (a) So long as the Discharge of ABL Obligations shall have has not occurred, the parties hereto agree Term Loan Agent agrees, for itself and on behalf of each applicable Term Loan Secured Party, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, or any other Grantor, that no New First Lien Secured Party it shall not, except as otherwise provided herein, acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Borrower or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien ObligationTerm Loan Obligations that, if such accounts and proceeds to the extent permissible under applicable law, are not also subject to the Lien Liens in respect of the ABL Collateral Agent Obligations under the ABL Loan Documents; provided that this provision will not be violated with respect to any ABL Obligations if the ABL Agent is given a reasonable opportunity to accept a Lien on any asset or property and the ABL Agent states in writing that the ABL Loan Documents in respect thereof prohibit the ABL Agent from accepting a Lien on such asset or property or the ABL Agent otherwise expressly declines to accept a Lien on such asset or property (and subject to the Lien Priorities contemplated hereinany such prohibited or declined Lien, an “ABL Declined Lien”). If the Term Loan Agent or any New First Lien Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are collateral of a Grantor that is not also subject to the Lien Liens in respect of the ABL Collateral Agent Obligations under the ABL Documents, subject to the Lien Priority set forth hereinLoan Documents (other than an ABL Declined Lien), then the New First Lien Collateral Term Loan Agent (or shall, to the extent permissible under applicable New First Lien Secured Party) shalllaw, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the ABL Agent to assign or release such Liens to the ABL Agent (and/or its designees) as security for the ABL Obligations.
(b) So long as the Discharge of Term Loan Obligations has not occurred, the ABL Agent agrees, for itself and on behalf of each ABL Secured Party, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, or any other Grantor, that AMERICAS 99686098 it shall not, except as otherwise provided herein, acquire or hold any Lien on any assets of the Borrower or any other Grantor securing any ABL Obligations that, to the extent permissible under applicable law, are not also subject to the Liens in respect of the Term Loan Obligations under the Term Loan Documents; provided that this provision will not be violated with respect to any Term Loan Obligations if the Term Loan Agent is given a reasonable opportunity to accept a Lien on any asset or property and the Term Loan Agent states in writing that the Term Loan Documents in respect thereof prohibit the Term Loan Agent from accepting a Lien on such asset or property or the Term Loan Agent otherwise expressly declines to accept a Lien on such asset or property (any such prohibited or declined Lien, a “Term Declined Lien”). If the ABL Agent or any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any collateral of a Grantor that is not also subject to the Liens in respect of the Term Loan Obligations under the Term Loan Documents (other than a Term Declined Lien), then the ABL Agent shall, to the extent permissible under applicable law, without the need for any further consent of any party and notwithstanding anything to the contrary in any other document, be deemed to also hold and have held such Lien for the benefit of the Term Loan Agent as security for the Term Loan Obligations (in each case, subject to the Lien priority and other terms hereof) and shall promptly notify the Term Loan Agent in writing of the existence of such Lien and in any event take such actions as may be requested by the Term Loan Agent to assign or release such Liens to the Term Loan Agent (and/or its designees) as security for the Term Loan Obligations. Notwithstanding anything in this Agreement to the contrary, Excluded ABL Collateral shall only constitute Term Loan Collateral subject to a lien in favor of the Term Loan Agent and shall in no event constitute ABL Collateral or Common Collateral and shall not be subject to a lien in favor of the ABL Agent hereunder or under any ABL Document. . With respect to any portion of the Common Collateral, except as expressly set forth in Section 5.5, neither the First Priority Agent nor the First Priority Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Common Collateral for the benefit of the Second Priority Agent and the Second Priority Secured Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities as between the ABL Secured Parties as a class, on the one hand, and the Term Loan Secured Parties as a class, on the other hand, and shall not impose on the ABL Agent, the Term Loan Agent, the ABL Secured Parties, the Term Loan Secured Parties or any agent, trustee, receiver, interim receiver or similar Person therefor any obligations in respect of the disposition of proceeds of any Common Collateral that would conflict with prior perfected claims therein in favor of any other Person or any order or decree of any court or governmental authority or any applicable law.
Appears in 1 contract
No New Liens. (a) Until the date upon which the Discharge of ABL Obligations, and for so long as the Term Obligations shall have occurredare secured by any ABL Priority Collateral, the parties hereto agree that no New First Lien Term Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Term Obligor securing any New First Lien Obligation, if such accounts and proceeds Term Obligation which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein)Documents. If any New First Lien Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Term Obligor securing any New First Lien Obligation, Term Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Term Agent (or the applicable New First Lien relevant Term Secured Party) shall, without the need for any further consent of any other New First Lien Term Secured Party Party, or any Term Obligor and notwithstanding anything to the contrary in any other New First Lien Term Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such Lien.
(b) Until the Discharge of Term Obligations, and for so long as the ABL Obligations are secured by any Term Priority Collateral, the parties hereto agree that no ABL Secured Party shall acquire or hold any Lien on any assets of any ABL Obligor securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents. If any ABL Secured Party shall nonetheless acquire or hold any Lien on any assets of any ABL Obligor securing any ABL Obligation which assets are not also subject to the Lien of the Term Agent under the Term Documents, then the ABL Agent (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party, or any ABL Obligor and notwithstanding anything to the contrary in any other ABL Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Term Agent as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Term Agent in writing of the existence of such Lien.
Appears in 1 contract
Samples: Intercreditor Agreement (Zale Corp)
No New Liens. Until the date upon which (a) So long as the Discharge of ABL the First Lien Obligations shall have has not occurred, the parties hereto agree that (a) there shall be no New Lien, and no Credit Party shall have any right to create any Lien, on any assets of any Credit Party securing any Junior Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the First Lien Obligations and (b) if any Junior Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any Junior Obligation which assets are not also subject to the first-priority Lien of the First Lien Agent under the First Lien Documents, then the Junior Lien Agents, as applicable, upon demand by the First Lien Agent, will without the need for any further consent of any other Junior Secured Party, notwithstanding anything to the contrary in any other Junior Document either (i) release such Lien or (ii) assign it to the First Lien Agent as security for the First Lien Obligations (in which case the Second Lien Agent may retain a second priority lien on such assets subject to the terms hereof and the Third Lien Agent may retain a third priority lien on such assets subject to the terms hereof). Notwithstanding the foregoing, the Third Lien Obligations shall be secured by only the Third Lien Mortgage.
(b) So long as the Discharge of the Second Lien Obligations has not occurred and the Discharge of the First Lien Obligation has occurred, the parties hereto agree that (a) there shall be no Lien, and no Credit Party shall have any right to create any Lien, on any assets of any Credit Party securing any Third Lien Obligation if these same assets are not subject to, and do not become subject to, a Lien securing the Second Lien Obligations and (b) if any Third Lien Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Party securing any New First Third Lien Obligation, if such accounts and proceeds Obligation which assets are not also subject to the second-priority Lien of the ABL Collateral Second Lien Agent under the ABL Documents (and subject to the Second Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Third Lien Collateral Agent (or Agent, upon demand by the applicable New First Second Lien Secured Party) shallAgent, will without the need for any further consent of any other New First Second Lien Secured Party and Party, notwithstanding anything to the contrary in any other New First Second Lien Document, be deemed to also hold and have held Document either (i) release such Lien as agent or bailee for (ii) assign it to the benefit of the ABL Collateral Second Lien Agent as security for the ABL Second Lien Obligations (in which case the Third Lien Agent may retain a junior lien on such assets subject to the Lien Priority and other terms hereof).
(c) To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and shall use its best efforts remedies available to promptly notify the ABL Collateral Agent in writing Secured Parties, the Agents on behalf of the existence Secured Parties agree that any amounts received by or distributed to any of such Lienthem pursuant to or as a result of Liens granted in contravention of this Section 3.5 shall be subject to Section 4.1.
(d) Notwithstanding anything to the contrary contained in this Agreement, unless the First Lien Agent (or if the Discharge of the First Lien Obligations shall have occurred, the Second Lien Agent) shall have otherwise consented in writing, the Third Lien Obligations shall be secured by only the Third Lien Mortgage.
Appears in 1 contract
Samples: Intercreditor and Subordination Agreement (USA Synthetic Fuel Corp)
No New Liens. Until It is the anticipation of the parties that, until the date upon which the Discharge of ABL Senior Lien Obligations shall have occurred, the parties hereto agree that no New First Junior Lien Secured Party shall acquire or hold any consensual Lien on any accounts receivable of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), assets securing any New First Junior Lien Obligation, if such accounts and proceeds Obligation which assets are not also subject to the Lien of the ABL Collateral Senior Lien Agent under the ABL Documents (and subject to the Senior Lien Priorities contemplated herein)Documents. If any New First Junior Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Credit Party securing any New First Junior Lien Obligation, Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Senior Lien Agent under the ABL Senior Lien Documents, subject to the Lien Priority set forth herein, then the New First Junior Lien Collateral Agent (or the applicable New First relevant Junior Lien Secured Party) shall, without the need for any further consent of any other New First Junior Lien Secured Party Party, the Borrower, any Junior Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other New First Junior Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Senior Lien Agent as security for the ABL Senior Lien Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Senior Lien Agent in writing of the existence of such LienLien upon becoming aware thereof. Without limiting any other right or remedy available to the Senior Lien Agent or the Senior Lien Secured Parties, the Junior Lien Agent, on behalf of the Junior 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 2.5(a) shall be subject to the turnover provisions in Section 3.6. It is the anticipation of the parties that, until the date upon which the Discharge of Senior Lien Obligations shall have occurred, no Senior Lien Secured Party shall acquire or hold any consensual Lien on any assets securing any Senior Lien Obligation which assets are not also subject to the Lien of the Junior Lien Agent under the Junior Lien Documents (other than as set forth in Section 2.1(d)). If any Senior Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any Senior Lien Obligation which assets are not also subject to the Lien of the Junior Lien Agent under the Junior Lien Documents (other than as set forth in Section 2.1(d)), then the Senior Lien Agent (or the relevant Senior Lien Secured Party) shall, without the need for any further consent of any other Senior Lien Secured Party, the Borrower, any Senior Lien Guarantor or any other Person and notwithstanding anything to the contrary in any other Senior Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the Junior Lien Agent as security for the Junior Lien Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Junior Lien Agent in writing of the existence of such Lien upon becoming aware thereof.
Appears in 1 contract
No New Liens. Until the date upon which So long as the Discharge of ABL Obligations shall have occurredhas not oc- curred, the parties hereto agree that no New First Lien Secured Party the Company or any other Grantor shall acquire not grant or hold permit any Lien additional Liens on any accounts receivable of any Grantor, the proceeds thereof asset or any deposit or other accounts property of any Grantor in which accounts receivable to secure any First Priority Lien Ob- ligation or proceeds thereof are held Junior Lien Notes Obligation unless it has granted or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof contemporaneously grants (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New x)(i) a First Lien Obligation, if such accounts and proceeds are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein). If any New First Lien Secured Party shall (nonetheless and in breach hereof) acquire or hold any Priority Lien on any such accounts asset or proceeds securing any New First Lien Obligation, which accounts and proceeds are not also subject property to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for secure the ABL Obligations if such asset or property constitutes ABL Facility Collateral or (ii) a Second Priority Lien on such asset or prop- erty to secure the ABL Obligations if such asset or property constitutes Notes Collateral, (y)(i) a Second Priority Lien on such asset or property to secure the First Priority Lien Obligations if such asset or property constitutes ABL Facility Collateral or (ii) a First Priority Lien on such as- set or property to secure the First Priority Lien Obligations if such asset or property constitutes Notes Collateral and (z) a Third Priority Lien on such asset or property to secure the Junior Lien Obligations; provided that (i) the Company may secure obligations under the Junior Lien Notes with Liens on certain European assets of the Company and its Subsidiaries to the extent permit- xxx by the Term Credit Agreement, the ABL Credit Agreement and the Indenture, without grant- ing a Lien on such European assets to secure the ABL Obligations or any First Priority Lien Ob- ligations and (ii) the Capital Stock of a Subsidiary will automatically be deemed not to be part of the Collateral securing the Notes if permitted to be exempted by the 3-16 Exemption; provided, however that the 3-16 Exemption will not apply to the capital stock of the Company and Lyon- dellBasell Subholdings, B.V. To the extent that the provisions of clause (x)(i) in the immediately preceding sentence are not complied with for any reason, without limiting any other rights and remedies available to the ABL Facility Agent and/or the ABL Secured Parties, each of the First Priority Collateral Agents, on behalf of First Priority Secured Parties, and the Junior Xxxx Xxxxxx- eral Agent, on behalf of the Junior Lien Secured Parties, agrees that any amounts received by or distributed to any of them pursuant to or as a result of Liens on the ABL Facility Collateral granted in contravention of such clause (x)(i) of this Section 3.1(c) shall be subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienSection 3.3.
Appears in 1 contract
Samples: First Lien Intercreditor Agreement
No New Liens. Until the date upon which The parties hereto agree that, so long as the Discharge of ABL Priority Lien Obligations shall have has not occurred, none of the parties hereto agree that no New First Grantors shall, nor shall any Grantor permit any of its subsidiaries to, (a) grant or permit any additional Liens on any asset of a Grantor to secure any Second Lien Secured Party shall acquire Obligation, or hold take any action to perfect any additional Liens, unless it has granted, or concurrently therewith grants (or offers to grant), a Lien on any accounts receivable such asset of any Grantorsuch Grantor to secure the Priority Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the proceeds thereof refusal or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case inability of the type that would constitute Receivables Collateral Priority Lien Agent to accept such Lien will not prevent the Second Lien Agent from taking the Lien or (b) grant or permit any additional Liens on any asset of a Grantor to secure any Priority Lien Obligation, or take any action to perfect any additional Liens, unless it has granted, or concurrently therewith grants (or offers to grant), a Lien on such asset of such Grantor to secure the Second Lien Obligations and has taken all actions required to perfect such Liens; provided, however, the refusal or inability of the Second Lien Agent to accept such Lien will not prevent the Priority Lien Agent from taking the Lien, with each such Lien as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds are not also this Section 2.03 to be subject to the Lien provisions of this Agreement. To the extent that the provisions of the ABL Collateral Agent under the ABL Documents (and subject immediately preceding sentence are not complied with for any reason, without limiting any other right or remedy available to the Priority Lien Priorities contemplated herein). If any New First Agent, the other Priority Lien Secured Party shall (nonetheless and in breach hereof) acquire Parties, the Second Lien Agent or hold any the other Second Lien on any such accounts or proceeds securing any New First Lien ObligationSecured Parties, which accounts and proceeds are not also subject to the Lien each of the ABL Collateral Agent under Second Lien Agent, for itself and on behalf of the ABL Documentsother Second Lien Secured Parties, subject agrees that any amounts received by or distributed to the Lien Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First any Second Lien Secured Party) shall, without the need for any further consent pursuant to or as a result of any other New First Lien Secured Party and notwithstanding anything to the contrary granted in any other New First Lien Document, contravention of this Section 2.03 shall be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienSection 3.05(b).
Appears in 1 contract
No New Liens. Until the date upon which So long as the Discharge of ABL Obligations Senior Lender Claims has not occurred and subject to Section 6, each Second Priority Agent agrees, for itself and on behalf of each applicable Second Priority Secured Party, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, that it shall have occurred, the parties hereto agree that no New First Lien Secured Party shall not acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof Company or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), securing any New First Lien Obligation, if such accounts and proceeds Second Priority Claims that are not also subject to the first-priority Lien in respect of the ABL Collateral Agent Senior Lender Claims under the ABL Documents (and subject to the Lien Priorities contemplated herein)Senior Lender Documents. If any New First Lien Second Priority Agent or any Second Priority Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds securing any New First Lien Obligation, which accounts and proceeds are collateral that is not also subject to the first-priority Lien in respect of the ABL Collateral Agent Senior Lender Claims under the ABL Senior Lender Documents, subject to the Lien then such Second Priority set forth herein, then the New First Lien Collateral Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Secured Party party and notwithstanding anything to the contrary in any other New First Lien Documentdocument, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent First Lien Agents as security for the ABL Obligations Senior Lender Claims (subject to the Lien Priority lien priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral each First Lien Agent in writing of the existence of such Lien (if and to the extent such Second Priority Agent has actual knowledge of the existence of such Lien) and in any event take such actions (at the Company’s expense) as may be reasonably requested by any First Lien Agent to assign or release such Liens to the First Lien Agents (and/or each of their respective designees) as security for the applicable Senior Lender Claims.
Appears in 1 contract
No New Liens. Until (a) It is the anticipation of the parties, that until the date upon which the Discharge of ABL Obligations shall have occurred, the parties hereto agree that no New First Lien Term Secured Party shall acquire or hold any consensual Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Party securing any New First Lien Obligation, if such accounts and proceeds Term Obligation (other than any Term Exclusive Collateral) which assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents (and subject to the Lien Priorities contemplated herein)Documents. If any New First Lien Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any such Lien on any such accounts or proceeds assets of any Credit Party securing any New First Lien Obligation, Term Obligation (other than any Term Exclusive Collateral or any Liens on Real Property) which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Controlling Term Agent (or the applicable New First Lien Secured Party) shall, without the need for any further consent of any other New First Lien Term Secured Party, the US Borrower or any other Term Credit Party and notwithstanding anything to the contrary in any other New First Lien Term Document, be deemed to also hold and have held such Lien as agent or bailee for the benefit of the ABL Collateral Agent as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent in writing of the existence of such LienLien upon becoming aware thereof.
(b) It is the anticipation of the parties, that until the date upon which the Discharge of Term Obligations shall have occurred, no ABL Secured Party shall acquire or hold any consensual Lien on any assets of any Credit Party securing any ABL Obligation (other than any ABL Exclusive Collateral) which assets are not also subject to the Lien of the Term Agents under the Term Documents. If any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any such Lien on any assets of any Credit Party securing any ABL Obligation (other than any ABL Exclusive Collateral) which assets are not also subject to the Lien of the Term Agents under the Term Documents, then the ABL Agent shall, without the need for any further consent of any other ABL Secured Party, any Borrower or any other ABL Credit Party and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such Lien as agent or bailee for the benefit of the relevant Term Agents as security for the Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the relevant Term Agent in writing of the existence of such Lien upon becoming aware thereof.
(c) The Term Secured Parties and ABL Secured Parties agree that any amounts received or distributed to any of them as a result of Liens granted in contravention of this Section 2.5 shall be subject to Section 3.9.
Appears in 1 contract
No New Liens. (a) Until the date upon which the Discharge of ABL Obligations shall have occurredPayment Date, the parties hereto agree that no New First Lien Term Loan Secured Party shall acquire or hold any Lien on any accounts receivable assets of any Grantor, the proceeds thereof or any deposit or other accounts of any Grantor in which accounts receivable or proceeds thereof are held or deposited, in each case of the type that would constitute Receivables Collateral as described in the definition thereof (but for the avoidance of doubt, excluding any European Collateral (as defined in the CF Credit Agreement), whether in the form of accounts receivable or otherwise), Loan Party securing any New First Lien Obligation, if such accounts and proceeds Term Loan Obligation which assets are not also subject to the Lien of the ABL Collateral Agent Representative under the ABL Documents (and Documents, subject to the Lien Priorities contemplated Priority set forth herein; provided, however, notwithstanding anything to the contrary contained in the foregoing, this Section 2.04(a) will not be violated if the ABL Representative is given a reasonable opportunity to accept a Lien on such assets and the ABL Representative expressly declines to accept a Lien on such assets in writing (any such declined Lien, an “ABL Declined Lien”); provided, further, that the ABL Representative shall have the right, at any time after so declining any such Lien, to rescind such written declination and require such assets to be made subject to the Lien of the ABL Representative under the ABL Documents, subject to the Lien Priority set forth herein, within a time period reasonably determined by the ABL Representative. If Other than with respect to any New First Lien ABL Declined Lien, if any Term Loan Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any such accounts or proceeds assets of any Loan Party securing any New First Lien Obligation, Term Loan Obligation which accounts and proceeds assets are not also subject to the Lien of the ABL Collateral Agent Representative under the ABL Documents, subject to the Lien Priority set forth herein, then the New First Lien Collateral Agent Term Loan Representative (or the applicable New First Lien relevant Term Loan Secured Party) shall, without the need for any further consent of any other New First Lien Term Loan Secured Party and notwithstanding anything to the contrary in any other New First Lien Document, Term Loan Document be deemed to also hold and have held such Lien as agent or bailee (other than any such Lien that would constitute an ABL Declined Lien) for the benefit of the ABL Collateral Agent Representative as security for the ABL Obligations (subject to the Lien Priority and other terms hereof) and shall use its best efforts to promptly notify the ABL Collateral Agent Representative in writing of the existence of such Lien.
(b) Until the Term Loan Obligations Payment Date, no ABL Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Loan Representative under the Term Loan Documents, subject to the Lien Priority set forth herein; provided, however, notwithstanding anything to the contrary contained in the foregoing, this Section 2.04(b) will not be violated if the Term Loan Representative is given a reasonable opportunity to accept a Lien on such assets and the Term Loan Representative expressly declines to accept a Lien on such assets in writing (any such declined Lien, a “Term Loan Declined Lien”); provided, further, that the Term Loan Representative shall have the right, at any time after so declining any such Lien, to rescind such written declination and require such assets to be made subject to the Lien of the Term Loan Representative under the Term Loan Documents, subject to the Lien Priority set forth herein, within a time period reasonably determined by the Term Loan Representative. Other than with respect to any Term Loan Declined Lien, if any ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Loan Party securing any ABL Obligation which assets are not also subject to the Lien of the Term Loan Representative under the Term Loan Documents, subject to the Lien Priority set forth herein, then the ABL Representative (or the relevant ABL Secured Party) shall, without the need for any further consent of any other ABL Secured Party and notwithstanding anything to the contrary in any other ABL Document be deemed to also hold and have held such Lien (other than any such Lien that would constitute a Term Loan Declined Lien) for the benefit of the Term Loan Representative as security for the Term Loan Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the Term Loan Representative in writing of the existence of such Lien.
Appears in 1 contract
Samples: Intercreditor Agreement (Solaris Energy Infrastructure, Inc.)
